4 1 a34979.htm HAKAN ASTROM

FORM 4

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

(Print or Type Responses)

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, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Astrom, Hakan

(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/Day/Year)

01/02/2002

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

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

__ Director __ 10% Owner

X Officer (give title below) __ Other (specify below)

Senior Vice President

7. 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)
			Code	V	Amount	(A) or (D)	Price

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
    Following
    Reported
    Transaction(s)
    (Instr. 4)

10. Ownership
     Form of      Derivative
     Securities:
     Direct (D)
     or
     Indirect (I)
     (Instr. 4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr. 4)

Code

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Phantom Stock Units

1 for 1

01/02/2002

15,170

//(1)

//(2)

Common

15,170

16,269 (3)

Explanation of Responses: (1) At the end of each calendar year 2002, 2003 and 2004, 1/3 of the units will be eligible for allocation based on Company performance for that year. (2) Distribution under the plan commences the calendar year following retirement, termination, death or disability, based on the provisions of the Savings+Plus deferred compensation plan. (3) Includes dividends accrued in the form of phantom stock units.
/s/ Don W. Schmitz for Hakan Astrom	04/10/2003
** 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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

ASTROM HAKAN 4