FORM 5
[__] Check box if no longer
subject to Section 16. Form 4 or
Form
5 obligations may continue.
See Instruction
1(b).
[__] Form 3 Holdings
Reported
[__] Form 4 Transactions Reported
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934, Section 17(a) of the Public
Utility
Holding Company Act of 1935 or Section 30(h) of
the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31,
2005
Estimated average burden
hours per response. . . . 1.0
1. Name and Address of Reporting
Person*
Rothwell, Tim G.
(Last)
(First)
(Middle)
100 Route 206 North
(Street)
Peapack, NJ 07977
(City)
(State)
(Zip)
2.
Issuer Name and
Ticker
or Trading Symbol
Pharmacia - PHA
3. I.R.S.
Identification
Number of
Reporting
Person, if an
entity
(Voluntary)
4. Statement for
(Month/Year)
12/2002
5. If Amendment,
Date of Original
(Month/Year)
6. Relationship of Reporting
Person(s) to Issuer
(Check all
applicable)
__ Director
__ 10% Owner
X Officer (give title below)
__ Other (specify below)
Executive Vice President
7. Individual or Joint/Group Reporting
(check applicable
line)
_ X _ Form Filed by One Reporting Person
____ Form Filed by
More than One Reporting Person
Table I -
Non-Derivative Securities Acquired, Disposed of, or Beneficially
Owned
1. Title of Security
(Instr. 3)
2. Transaction Date
(Month/Day/Year)
2A. Deemed
Execution
Date,
if any (Month/
Day/ Year)
3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of
(D)
(Instr. 3, 4 and 5)
5. Amount of
Securities
Beneficially
Owned at the end of
Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership
Form:
Direct (D)
or Indirect (I)
(Instr. 4)
7. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Amount
(A) or
(D)
Price
* If the form is filed by more than one
reporting person, see Instruction 4(b)(v).
Table II -
Derivative Securities Acquired, Disposed of, or Beneficially
Owned
(e.g., puts, calls,
warrants, options, convertible securities)
1. Title
of Derivative
Security
(Instr. 3)
2. Conver-
sion or
Exercise
Price of
Deri-
vative
Security
3. Transaction
Date (Month/
Day/ Year)
3A. Deemed
Execution Date,
if any (Month/
Day/ Year)
4.
Transaction Code
(Instr. 8)
5. Number
of
Derivative
Securities
Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date
Exercisable
and
Expiration Date
(Month/Day/Year)
7. Title
and Amount
of Underlying
Securities
(Instr. 3 and 4)
8. Price of
Derivative
Security
(Instr. 5)
9. Number of
Derivative
Securities
Beneficially
Owned
at End of
Year
(Instr. 4)
10. Ownership of
Derivative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)
11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
(A)
(D)
Date
Exercisable
Expiration
Date
Title
Amount or
Number of
Shares
Option (right to buy)
$39.27(1)
01/04/2002 A
314,078(1)
//(2)
01/04/2012Common314,078 314,078
D
Option (right to buy)
$39.27(1)
01/04/2002 A
2,546(1)
//(2)
01/04/2012Common2,546 2,546D
Explanation
of Responses:
(1) Adjusted
to reflect the spin-off of Monsanto Company on August 13, 2002.
(2) Each
outstanding Pharmacia stock option became vested and fully exercisable
upon the adoption of the Pfizer / Pharmacia merger agreement at the
special meeting of Pharmacia shareholder held on December 6, 2002.
/s/ Don W. Schmitz, attorney-in-fact for Tim Rothwell
01/24/2003
** Signature of
Reporting Person
Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space is insufficient,
see Instruction 6 for procedure.