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PFIZER INC — Major Shareholding Notification 2013
Sep 30, 2013
29831_mrq_2013-09-27_abbe3308-3daf-4cbd-ad67-d9236a5b989e.zip
Major Shareholding Notification
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SC 13G 1 fp213g1.htm SCHEDULE 13G Schedule 13GA
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )*
Five Prime Therapeutics, Inc. (Name of Issuer)
Common Stock, $0.001 par value (Title of Class of Securities)
33830X104 (CUSIP Number)
September 17, 2013 (Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|| Rule 13d-1(b) |x| Rule 13d-1(c) || Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 33830X104 --------------------------------------------------------------------------------
1) Names of Reporting Persons. Pfizer International LLC I.R.S. Identification Nos. of Above Persons (entities only) 13-5606163
2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) || (b) ||
3) SEC Use Only
4) Citizenship or Place of Organization New York
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
|---|
| 6. Shared Voting Power 1,538,123 |
| 7. Sole Dispositive Power -0- |
| 8. Shared Dispositive Power 1,538,123 |
9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,538,123
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |_|
11) Percent of Class Represented by Amount in Item 9 9.2%
12) Type of Reporting Person (See Instructions) OO
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )*
Five Prime Therapeutics, Inc. (Name of Issuer)
Common Stock, $0.001 par value (Title of Class of Securities)
33830X104 (CUSIP Number)
September 17, 2013 (Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|| Rule 13d-1(b) |X| Rule 13d-1(c) || Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 33830X104 --------------------------------------------------------------------------------
1) Names of Reporting Persons. Pfizer Inc. IRS Identification Nos. of Above Persons (entities only) 13-5315170
2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) || (b) ||
3) SEC Use Only
4) Citizenship or Place of Organization Delaware
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
|---|
| 6. Shared Voting Power 1,538,123 |
| 7. Sole Dispositive Power 38,462 |
| 8. Shared Dispositive Power 1,538,123 |
9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,576,585
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |_|
11) Percent of Class Represented by Amount in Item 9 9.4%
12) Type of Reporting Person (See Instructions) CO
ITEM 1.
(A) NAME OF ISSUER: Five Prime Therapeutics, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
Two Corporate Drive, South San Francisco, CA 94080
ITEM 2.
(A) NAME OF PERSONS FILING: This statement is being filed by Pfizer Inc., a Delaware corporation ("Pfizer"), and Pfizer International LLC, a New York limited liability company ("PI"). PI is an indirect wholly-owned subsidiary of Pfizer. The securities reported herein: 1,538,123 shares are directly owned by PI and may be deemed to be indirectly beneficially owned by Pfizer, in addition 38,462 shares are directly owned by Pfizer.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE: 235 E. 42nd Street, New York, NY 10017
(C) CITIZENSHIP: DELAWARE ( Pfizer Inc.) and NEW YORK ( Pfizer International LLC)
(D) TITLE OF CLASS OF SECURITIES: COMMON STOCK
(E) CUSIP NUMBER: 33830X104
ITEM 3. STATEMENT FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C)
Not applicable.
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 1,576,585
(b) Percent of class: 9.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 38,462 (Pfizer Inc.)
(ii) Shared power to vote or to direct the vote: 1,538,123 (Pfizer International LLC and Pfizer Inc.)
(iii) Sole power to dispose or to direct the disposition of: 38,462 (Pfizer Inc.)
(iv) Shared power to dispose or to direct the disposition of: 1,538,123 (Pfizer International LLC and Pfizer Inc.)
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following | |. Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 27, 2013
Pfizer International LLC
By: /s/ Susan Grant Name: Susan Grant Title: Secretary
Pfizer Inc.
By: /s/ Lawrence A. Fox Name: Lawrence A. Fox Title: Vice President, Assistant General Counsel and Assistant Secretary