Amendment: SEC Form SCHEDULE 13D/A filed by Haleon plc

See (a).

See (a).

During the last five years, neither the Reporting Person nor any person named in Exhibit 99.1 to this Amendment No. 11 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

See (d).

See (a).

No amendment to this Item is being made.

Item 4 of the Schedule 13D is hereby supplemented as follows: Following the closing of the January 2025 Secondary Offering (as defined in Item 6), Pfizer will beneficially own Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) representing less than 10.0% of the Issuer's outstanding Ordinary Shares. As a result, pursuant to the Pfizer Relationship Agreement, the Pfizer Relationship Agreement will terminate and Pfizer will no longer have the contractual right to nominate representative directors to be appointed to the Board. Mr. Denton previously stepped down from the Board following the closing of the September 2024 Secondary Offering.

The first and second paragraphs of Item 5 of the Schedule 13D are hereby superseded by the following paragraphs: As of the date of this Schedule 13D, without giving effect to the January 2025 Secondary Offering, Pfizer is the beneficial owner of 1,361,709,764 Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs), which represents approximately 15.0% of the Issuer's outstanding Ordinary Shares. Pfizer's beneficial ownership is composed of (i) 197,288,952 Restricted ADSs held by Pfizer, representing 394,457,904 Ordinary Shares, issued under a restricted American Depositary Receipts facility with the Depositary, and (ii) 967,251,860 Ordinary Shares held on behalf of Pfizer by Pfizer's nominee. The beneficial ownership percentage reported herein was calculated based on 9,053,360,882 Ordinary Shares outstanding as of October 31, 2024, as reported by the Issuer on its Form 6-K filed with the Securities and Exchange Commission on November 1, 2024. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person has the sole power to vote or direct the vote is 1,361,709,764. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person shares the power to vote or direct the vote is zero. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person has the sole power to dispose or direct the disposition is 1,361,709,764. The number of Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of Restricted ADSs) as to which the Reporting Person shares the power to dispose or direct the disposition is zero.

See (a).

No amendment to this Item is being made.

No amendment to this Item is being made.

Not applicable.

Item 6 of the Schedule 13D is hereby supplemented as follows: January 2025 Secondary Offering On January 14, 2025, Pfizer, as the seller, entered into a secondary block trade agreement (the "January 2025 Block Trade Agreement") with J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, HSBC Bank plc, BNP PARIBAS, Mizuho International plc and UBS AG London Branch, as the lead managers (the "Lead Managers"), and the additional managers named therein (together with the Lead Managers, the "Managers"), pursuant to which the Lead Managers agreed, severally and not jointly or jointly and severally, to use their respective reasonable endeavors to procure purchasers for 580,000,000 Ordinary Shares (or such higher number as agreed between Pfizer and the Lead Managers) at a price to be determined pursuant to an accelerated book building process (the "January 2025 Secondary Offering"), and the Managers excluding the Lead Managers agreed, severally and not jointly or jointly and severally, to act as co-managers in connection with the January 2025 Secondary Offering. Pursuant to the terms of sale dated January 15, 2025 (the "Terms of Sale"), the number of Ordinary Shares to be sold was determined to be 700,000,000 at a price of 357 pence (approximately $4.36) per Ordinary Share. Such Ordinary Shares will be sold in an unregistered offering pursuant to exemptions from registration under the Securities Act of 1933, as amended. The January 2025 Secondary Offering is expected to close on January 17, 2025, subject to the conditions set forth in the January 2025 Block Trade Agreement. Pursuant to the January 2025 Block Trade Agreement, Pfizer undertook that it would not, and would procure that the members of its Group (as defined therein) would not, without the prior written consent of J.P. Morgan Securities plc and Morgan Stanley & Co. International plc, directly or indirectly, offer, sell, contract to sell, pledge, grant any option over or otherwise dispose of any equity securities of the Issuer or any securities convertible into, or exercisable, or exchangeable for, equity securities of the Issuer, or publicly announce an intention to effect any such transaction, for a period beginning on January 14, 2025 and ending 60 days after the closing of the January 2025 Secondary Offering, subject to certain exceptions. The foregoing descriptions of the January 2025 Block Trade Agreement and the Terms of Sale do not purport to be complete and are qualified in their entirety by reference to the actual terms of such agreements, which are filed as Exhibit 99.2 and Exhibit 99.3 to this Amendment No. 11 and are incorporated by reference herein.

99.1 Schedule I - Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of Pfizer. 99.2 Secondary Block Trade Agreement, dated as of January 14, 2025, by and among Pfizer Inc., J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, HSBC Bank plc, BNP PARIBAS, Mizuho International plc, UBS AG London Branch, Merrill Lynch International, Deutsche Bank AG, London Branch, Goldman Sachs International and Loop Capital Markets LLC. 99.3 Terms of Sale, dated as of January 15, 2025, by and among Pfizer Inc., J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, HSBC Bank plc, BNP PARIBAS, Mizuho International plc, UBS AG London Branch, Merrill Lynch International, Deutsche Bank AG, London Branch, Goldman Sachs International and Loop Capital Markets LLC.