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

Signature
/s/ Faye C. Brown, as Attorney-in-Fact for Kevin Ali
Issuer symbol
OGN
Transactions as of
02 Jun 2021
Net transactions value
$0
Form type
4
Filing time
04 Jun 2021, 21:24:23 UTC
Previous filing
07 May 2021
Next filing
19 Aug 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OGN Common Stock 4,402 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 +2,631 $0.000000 2,631 02 Jun 2021 Common Stock 2,631 Direct F2, F3
transaction OGN Restricted Stock Units Award $0 +5,420 $0.000000 5,420 02 Jun 2021 Common Stock 5,420 Direct F2, F3, F4
transaction OGN Restricted Stock Units Award $0 +66,477 $0.000000 66,477 02 Jun 2021 Common Stock 66,477 Direct F2, F3, F5
transaction OGN Restricted Stock Units Award $0 +14,528 $0.000000 14,528 02 Jun 2021 Common Stock 14,528 Direct F2, F6
transaction OGN Restricted Stock Units Award $0 +11,393 $0.000000 11,393 02 Jun 2021 Common Stock 11,393 Direct F2, F6, F7
transaction OGN Restricted Stock Units Award $0 +88,121 $0.000000 88,121 02 Jun 2021 Common Stock 88,121 Direct F2, F6, F8
transaction OGN Stock Option (Right to Buy) Award $0 +27,021 $0.000000 27,021 02 Jun 2021 Common Stock 27,021 $27.67 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +60,821 $0.000000 60,821 02 Jun 2021 Common Stock 60,821 $28.44 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +38,120 $0.000000 38,120 02 Jun 2021 Common Stock 38,120 $25.98 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +72,063 $0.000000 72,063 02 Jun 2021 Common Stock 72,063 $30.40 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +77,028 $0.000000 77,028 02 Jun 2021 Common Stock 77,028 $27.44 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +59,412 $0.000000 59,412 02 Jun 2021 Common Stock 59,412 $38.01 Direct F9, F10
transaction OGN Stock Option (Right to Buy) Award $0 +63,578 $0.000000 63,578 02 Jun 2021 Common Stock 63,578 $36.91 Direct F9, F11
transaction OGN Stock Option (Right to Buy) Award $0 +515,471 $0.000000 515,471 02 Jun 2021 Common Stock 515,471 $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 39,608 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 3, 2022.
F11 21,191 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.