Vittorio Nisita - 02 Jun 2021 Form 4 Insider Report for Organon & Co. (OGN)

Role
Head of Global Business Svcs
Signature
/s/ Faye C. Brown, as Attorney-in-Fact for Vittorio Nisita
Issuer symbol
OGN
Transactions as of
02 Jun 2021
Net transactions value
$0
Form type
4
Filing time
04 Jun 2021, 21:18:54 UTC
Next filing
19 Aug 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OGN Common Stock 485 02 Jun 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OGN Restricted Stock Units Award $0 +631 $0.000000 631 02 Jun 2021 Common Stock 631 Direct F2, F3
transaction OGN Restricted Stock Units Award $0 +1,627 $0.000000 1,627 02 Jun 2021 Common Stock 1,627 Direct F2, F3, F4
transaction OGN Restricted Stock Units Award $0 +6,232 $0.000000 6,232 02 Jun 2021 Common Stock 6,232 Direct F2, F3, F5
transaction OGN Restricted Stock Units Award $0 +3,486 $0.000000 3,486 02 Jun 2021 Common Stock 3,486 Direct F2, F6
transaction OGN Restricted Stock Units Award $0 +3,418 $0.000000 3,418 02 Jun 2021 Common Stock 3,418 Direct F2, F6, F7
transaction OGN Restricted Stock Units Award $0 +8,261 $0.000000 8,261 02 Jun 2021 Common Stock 8,261 Direct F2, F6, F8
transaction OGN Stock Option (Right to Buy) Award $0 +12,325 $0.000000 12,325 02 Jun 2021 Common Stock 12,325 $27.44 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +14,257 $0.000000 14,257 02 Jun 2021 Common Stock 14,257 $38.01 Direct F9, F10
transaction OGN Stock Option (Right to Buy) Award $0 +19,073 $0.000000 19,073 02 Jun 2021 Common Stock 19,073 $36.91 Direct F9, F11
transaction OGN Stock Option (Right to Buy) Award $0 +48,325 $0.000000 48,325 02 Jun 2021 Common Stock 48,325 $36.11 Direct F9, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares acquired in a pro rata distribution by Merck & Co., Inc. ("Merck") of shares of Organon & Co. ("Organon") in connection with the separation of Organon from Merck (the "Separation").
F2 Each restricted stock unit represents a contingent right to receive one share of Organon common stock.
F3 In connection with the Separation, each outstanding Merck restricted stock unit award was converted into a restricted stock unit award denominated in shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck restricted stock unit award. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations.
F4 These restricted stock units vest and are distributed as shares of Organon common stock in two equal installments on May 1, 2022 and May 1, 2023.
F5 These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024.
F6 In connection with the Separation, each outstanding Merck performance stock unit award was converted into a restricted stock unit award denominated in shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck performance stock unit award. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations.
F7 These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2022.
F8 These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2023.
F9 In connection with the Separation, each outstanding Merck stock option was converted into an award of options to purchase shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of shares and exercise price of each option award was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck stock option. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations.
F10 9,505 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 3, 2022.
F11 6,356 shares underlying the option are fully vested. The remaining shares vest and become exercisable in two equal installments on May 1, 2022 and May 1, 2023.
F12 The option vests and becomes exercisable in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024.