SEC Division of Corporation Finance no-action letter: Pfizer Inc.

The letter requests confirmation that the Staff of the Division of Corporation Finance does not object to Pfizer Inc.'s interpretation that the disposition of equity securities in connection with an exchange offer qualifies for the exemption under Rule 101(c)(9) of Regulation BTR. This exemption applies to acquisitions or dispositions occurring by operation of law, such as mergers, acquisitions, or divestitures. Consequently, shares of Pfizer common stock tendered by Pfizer directors and executive officers during a potential blackout period will not be subject to the trading restrictions under Section 306(a)(1) of the Sarbanes-Oxley Act or Regulation BTR.

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W. FIRM/AFFILIATE OFFICES WASHINGTON, D.C. 20005-21 I I BOSTON CHICAGO TEL: (202) 37 1-7000 HOUSTON LOS ANGELES FAX: (202) 393-5760 NEW YORK www.skadden.com PALO ALTO DIREcT DIAL WILMINGTON 202-371-7180 BEIJING DIRECf FAX BRUSSELS 202·66 I ·90 I 0 FRANKFURT EMAIL ADDRESS HONG KONG BRIAN. BREHENY@SKADDEN. COM LONDON MOSCOW MUNICH PARIS SAO PAULO SHANGHAI SINGAPORE Securities Exchange Act of 1934 SYDNEY

TOKYO

TORONTO

VIENNA

Rule 1 01 ( c )(9) of Regulation BTR
May 21,2013
BY EMAIL
Mr. Thomas J. Kim

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