UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
(Name of Issuer)
ARQULE, INC.
(Title of Class of Securities)
04269E107
(CUSIP Number)
Margaret M. Madden, Esq.
Vice President and Corporate Secretary,
Chief Governance Counsel
Pfizer Inc.
235 East 42nd Street
New York, New York 10017
(212) 733-2323
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_|
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*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 the disclosures provided in a prior cover page.
CUSIP No. 04269E107
|
NUMBER OF OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power 0 |
| 8. Shared Voting Power 3,273,679(1) | |
| 9. Sole Dispositive Power 0 | |
| 10. Shared Dispositive Power 3,273,679(1) |
11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,273,679(1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 5.2%
14. Type of Reporting Person (See Instructions) CO
CUSIP No. 04269E107
1. Names of Reporting Persons IRS Identification Nos. of above persons (entities
only)
Pfizer Holdings Europe
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |X|
3. SEC Use Only ........................................................................................
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization Republic of Ireland
NUMBER OF OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power 0 |
| 8. Shared Voting Power 3,273,679(1) | |
| 9. Sole Dispositive Power 0 | |
| 10. Shared Dispositive Power 3,273,679(1) |
11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,273,679(1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 5.2%
14. Type of Reporting Person (See Instructions) CO
(1) Amount consists of 3,273,679 shares of the Issuer’s Common Stock held by Pfizer Holdings Europe. Pfizer Inc. may be deemed to have beneficial ownership over such shares since Pfizer Holdings Europe is a wholly owned subsidiary of Pfizer Inc.
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the statement on Schedule 13D originally filed by Pfizer Inc. (“Pfizer”) and Pfizer Holdings Europe (“PHE”) with the U.S. Securities and Exchange Commission on March 24, 2003 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D, filed on December 22, 2003 (“Amendment No. 1”), and Amendment No. 2 to the Schedule 13D, filed on February 14, 2006 (“Amendment No. 2” and, with the Original Schedule 13D and Amendment No. 1, the “Schedule 13D”) and relates to the common stock, par value $0.01 per share (“Common Stock”), of ArQule, Inc. (the “Issuer”). This Amendment No. 3 is being filed to update the percentage of Common Stock of the Issuer beneficially owned by Pfizer and PHE as a result of dilution due to equity issuances by the Issuer. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 2. Identity and Background
Item 2 is hereby amended and supplemented as follows:
This Amendment No. 3 is filed on behalf of Pfizer, a Delaware corporation, and PHE, a wholly owned subsidiary of Pfizer and a corporation organized under the laws of the Republic of Ireland (collectively, the “Reporting Persons”). Pfizer is a research-based, global pharmaceutical company. PHE provides inter-company financial services to affiliated companies. The principal address of Pfizer is 235 East 42nd Street, New York, New York 10017. The principal address of PHE is Pfizer Dublin Treasury Centre, Watermarque Building, Ringsend Rd., Dublin 4, Ireland
Set forth on Schedule A hereto, which is incorporated herein by reference, is the name, business address, principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship of each of Pfizer’s and PHE’s directors and executive officers.
During the past five years, neither Pfizer or PHE, nor, to their knowledge, any of their directors or executive officers, has been (i) convicted in a criminal proceeding (excluding traffic violations and 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.
Item 4. Purpose of the Transaction
Item 4 is hereby amended and supplemented as follows:
PHE acquired the shares of Common Stock reported on this schedule for investment purposes, and such investment was made in PHE’s ordinary course of business. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner (including pursuant to hedging transactions), as they deem advisable to benefit from changes in market prices of the Common Stock, changes in the Issuer’s operations, business strategy or prospects, or from a sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons routinely will monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons, and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons modifying their ownership of the Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other plans and/or make other proposals and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock or dispose of all Common Stock held by PHE, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented as follows:(a) The information set forth on the cover pages to this Amendment No. 3 is incorporated herein by reference.
(b) The information set forth on the cover pages to this Amendment No. 3 is incorporated herein by reference.
(c) Neither Pfizer nor PHE has engaged in any transactions with respect to the Issuer’s Common Stock in the past 60 days.
(d) Not applicable.
(e) Not applicable.Neither Pfizer nor PHE has transacted in the Issuer’s Common Stock since the filing of Amendment No. 2. As a result primarily of underwritten public offerings of Common Stock by the Issuer in June and July 2007, January 2011 and May 2012, PHE’s ownership in the Issuer as reported on the Schedule 13D has been diluted.
The ownership percentage set forth in Row 11 of the cover pages hereto has been calculated based on an assumed total of 62,819,191 shares of Common Stock outstanding as of March 27, 2015, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed on April 2, 2015.
Item 7. Material to be Filed as Exhibits
The following documents are filed as exhibits to this Amendment No. 3:
Exhibit 99.1 – Joint Filing Agreement between Pfizer Inc. and Pfizer Holdings Europe, dated May 1, 2015.
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: May 1, 2015
Pfizer Inc.
By: /s/ Susan Grant
Name: Susan Grant
Title: Assistant Secretary Pfizer Inc.
Pfizer Holdings Europe
By: /s/ Brian Byala
Name: Brian Byala
Title: Director
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF PFIZER INC. AND PFIZER HOLDINGS EUROPE
Set forth below is the name, business address and present occupation or employment of each director and executive officer of Pfizer Inc. and Pfizer Holdings Europe. Except as indicated below, each such person is a citizen of the United States.
DIRECTORS OF PFIZER INC.
NAME |
PRINCIPAL OCCUPATION |
ADDRESS |
Dennis A. Ausiello |
Director – Center of Assessment Technology and Continuous Health (CATCH) |
c/o Pfizer Inc. |
W. Don Cornwell |
Founder and Retired Chairman and CEO – Granite Broadcasting Corporation |
c/o Pfizer Inc. |
Frances D. Fergusson |
President Emeritus – Vassar College |
c/o Pfizer Inc. |
Helen H. Hobbs |
Investigator – Howard Hughes Medical Institute |
c/o Pfizer Inc. |
James M. Kilts |
Founding Partner – Centerview Capital |
c/o Pfizer Inc. |
Shantanu Narayen |
President and CEO – Adobe Systems Inc. |
c/o Pfizer Inc. |
Suzanne Nora Johnson |
Former Vice Chairman – The Goldman Sachs Group, Inc. |
c/o Pfizer Inc. |
Ian C. Read |
Chairman and CEO – Pfizer Inc. |
c/o Pfizer Inc. |
Stephen W. Sanger |
Retired Chairman and CEO – General Mills Inc. |
c/o Pfizer Inc. |
James C. Smith |
CEO – Thomson Reuters |
c/o Pfizer Inc. |
Marc Tessier-Lavigne |
President – The Rockefeller University |
c/o Pfizer Inc. |
EXECUTIVE OFFICERS OF PFIZER INC.
NAME |
POSITION |
ADDRESS |
Ian C. Read |
Chairman and Chief Executive Officer |
235 East 42nd St. |
Albert Bourla |
Group President, Vaccines, Oncology and Consumer Healthcare |
235 East 42nd St. |
Frank A. D’Amelio |
Executive Vice President, Business Operations and Chief Financial Officer |
235 East 42nd St. |
Mikael Dolsten, M.D., Ph.D. |
President, Worldwide Research and Development |
235 East 42nd St. |
Geno J. Germano |
Group President, Global Innovative Pharma Business |
235 East 42nd St. |
Charles H. Hill |
Executive Vice President, Worldwide Human Resources |
235 East 42nd St. |
Rady A. Johnson |
Executive Vice President, Chief Compliance and Risk Officer |
235 East 42nd St. |
Douglas M. Lankler |
Executive Vice President and General Counsel |
235 East 42nd St. |
Freda C. Lewis-Hall, M.D. |
Executive Vice President, Chief Medical Officer |
235 East 42nd St. |
Anthony J. Maddaluna |
Executive Vice President; President, Pfizer Global Supply |
235 East 42nd St. |
Laurie J. Olson |
Executive Vice President, Strategy, Portfolio and Commercial Operations |
235 East 42nd St. |
Sally Susman |
Executive Vice President, Corporate Affairs |
235 East 42nd St. |
John D. Young |
Group President, Global Established Pharma Business |
235 East 42nd St. |
DIRECTORS AND EXECUTIVE OFFICERS OF PFIZER HOLDINGS EUROPE
NAME |
PRINCIPAL OCCUPATION |
ADDRESS |
Brian Byala |
Pfizer Inc. – Senior Vice President & Treasurer |
235 East 42nd St. |
Neal Masia |
Pfizer Inc. – Vice President, Global Economics and Assistant Treasurer |
235 East 42nd St. |
Ciaran Murphy |
Senior Director |
Pfizer Dublin Treasury Centre |