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*
Cox, Carrie Smith
(Last)
(First)
(Middle)
100 Route 206 North
(Street)
Peapack, NJ 07977
(City)
(State)
(Zip)
2. Issuer Name and Ticker
or Trading Symbol
Pharmacia Corporation PHA
3. I.R.S.
Identification
Number of
Reporting
Person, if an
entity
(voluntary)
4. Statement for
(Month/Day/Year)
11/21/02
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)
Executive 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
Common
01/02/2002
A
V
30,000
A
D
Common
11/21/2002
M
67,821
A
$27.46
D
Common
11/21/2002
M
21,059
A
$31.87
D
Common
11/21/2002
S
88,880
D
$45.01
62,669
D
Common
6,691
I
Savings 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. 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
V
(A)
(D)
Date
Exercisable
Expiration
Date
Title
Amount or
Number of
Shares
Option (right to buy)$39.2701/04/2002 AV
314,078
(1)
01/04/2012Common
314,078
314,078
D
Option (right to buy)$39.2701/04/2002 AV2,546
01/04/2005
01/04/2012Common
2,546
2,546
D
Option (right to buy)
$27.46
11/21/2002
M
67,821
(2)
08/27/2007
Common
67,821
0
D
Option (right to buy)
$31.87
11/21/2002
M
21,059
(2)
02/24/2008
Common
21,059
70,000
D
Explanation of Responses: (1)
Option becomes exercisable for one-third of the shares on the first, second
and third anniversary of the grant date.
(2)
Option is currently exercisable.
Don W. Schmitz as attorney-in-fact
for Carrie Smith Cox _
____11/22/02_______
** 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.