SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DeLuca Richard R.

(Last)

(First)

(Middle)

5 GIRALDA FARMS

(Street)

MADISON

07940

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WYETH [ WYE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. Fort Dodge Animal Health

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/15/2009		D		13,380⁽¹⁾	D	$49.58⁽²⁾	5,157.9507⁽³⁾	D
Common Stock	10/15/2009		D		5,157.9507⁽³⁾	D	⁽⁴⁾	0	D
Common Stock (401(k))	10/15/2009		D		1,565.65⁽⁵⁾	D	⁽⁶⁾	0	I	By 401(k) Plan

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. Conversion or Exercise Price of Derivative 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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$56.5938	10/15/2009		D			12,000	⁽⁷⁾	⁽⁷⁾	Common Stock	12,000	$0.00⁽⁷⁾	0	D
Employee Stock Option	$56.525	10/15/2009		D			12,800	⁽⁷⁾	⁽⁷⁾	Common Stock	12,800	$0.00⁽⁷⁾	0	D
Employee Stock Option	$60.705	10/15/2009		D			15,000	⁽⁷⁾	⁽⁷⁾	Common Stock	15,000	$0.00⁽⁷⁾	0	D
Employee Stock Option	$34.675	10/15/2009		D			7,500	⁽⁷⁾	⁽⁷⁾	Common Stock	7,500	$14.905⁽⁷⁾	0	D
Employee Stock Option	$41.05	10/15/2009		D			10,900	⁽⁷⁾	⁽⁷⁾	Common Stock	10,900	$8.53⁽⁷⁾	0	D
Employee Stock Option	$40.22	10/15/2009		D			16,560	⁽⁷⁾	⁽⁷⁾	Common Stock	16,560	$9.36⁽⁷⁾	0	D
Employee Stock Option	$43.57	10/15/2009		D			9,000	⁽⁷⁾	⁽⁷⁾	Common Stock	9,000	$6.01⁽⁷⁾	0	D
Employee Stock Option	$48.22	10/15/2009		D			11,000	⁽⁷⁾	⁽⁷⁾	Common Stock	11,000	$1.36⁽⁷⁾	0	D
Employee Stock Option	$56	10/15/2009		D			11,000	⁽⁷⁾	⁽⁷⁾	Common Stock	11,000	$0.00⁽⁷⁾	0	D
Employee Stock Option	$44.56	10/15/2009		D			20,000	⁽⁷⁾	⁽⁷⁾	Common Stock	20,000	$5.02⁽⁷⁾	0	D
Phantom Stock Units	⁽⁸⁾	10/15/2009		D			132.04⁽⁹⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	132.04	⁽⁸⁾	0	I	SESP⁽⁹⁾

Explanation of Responses:

1. Represents restricted stock units.

2. Pursuant to the Agreement and Plan of Merger by and among Wyeth, Pfizer Inc. and Wagner Acquisition Corp., dated as of January 25, 2009 (as amended, the "Merger Agreement"), each restricted stock unit was cancelled at the effective time of the merger in exchange for cash equal to the per share value of the merger consideration of $49.58, less any applicable tax withholding.

3. Represents Wyeth common stock.

4. Pursuant to the Merger Agreement, each of these shares was cancelled at the effective time of the merger and converted into the right to receive $33.00 in cash and 0.985 of a share of Pfizer Inc. common stock, less any applicable tax withholding.

5. Represents an estimate of the common stock equivalents underlying the reporting person's holdings of units in the Wyeth common stock fund in the Wyeth 401(k) plan as of a recent date.

6. Each share in the Wyeth common stock fund in the Wyeth 401(k) was cancelled at the effective time of the merger and converted into the right to receive $33.00 in cash and 0.985 of a share of Pfizer Inc. common stock.

7. Pursuant to the Merger Agreement, each outstanding and unexercised option, whether vested or unvested, was cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares underlying such option and (b) the excess, if any, of the per share value of the merger consideration of $49.58 over the per share exercise price of the option, less any applicable tax withholding.

8. Pursuant to the Merger Agreement, each phantom stock unit in the Supplemental Employee Savings Plan ("SESP") was converted at the effective time of the merger into the the right to receive an amount equal to notional $33.00 in cash plus 0.985 of a phantom share of Pfizer Inc. common stock in accordance with the SESP.

9. Represents phantom stock units in the SESP.

Remarks:

	Tara J. Gabbai, Attorney-in-Fact for Richard R. DeLuca	10/19/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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