Joseph T. Morrissey Jr. - 02 Jun 2021 Form 4 Insider Report for Organon & Co. (OGN)

Signature
/s/ Faye C. Brown, as Attorney-in-Fact for Joseph T. Morrissey, Jr.
Issuer symbol
OGN
Transactions as of
02 Jun 2021
Net transactions value
$0
Form type
4
Filing time
04 Jun 2021, 21:24:31 UTC
Next filing
19 Aug 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OGN Common Stock 573 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 +2,807 $0.000000 2,807 02 Jun 2021 Common Stock 2,807 Direct F2, F3
transaction OGN Restricted Stock Units Award $0 +2,980 $0.000000 2,980 02 Jun 2021 Common Stock 2,980 Direct F2, F3, F4
transaction OGN Restricted Stock Units Award $0 +10,802 $0.000000 10,802 02 Jun 2021 Common Stock 10,802 Direct F2, F3, F5
transaction OGN Restricted Stock Units Award $0 +5,814 $0.000000 5,814 02 Jun 2021 Common Stock 5,814 Direct F2, F6
transaction OGN Restricted Stock Units Award $0 +6,266 $0.000000 6,266 02 Jun 2021 Common Stock 6,266 Direct F2, F6, F7
transaction OGN Restricted Stock Units Award $0 +14,319 $0.000000 14,319 02 Jun 2021 Common Stock 14,319 Direct F2, F6, F8
transaction OGN Stock Option (Right to Buy) Award $0 +46,323 $0.000000 46,323 02 Jun 2021 Common Stock 46,323 $27.67 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +52,132 $0.000000 52,132 02 Jun 2021 Common Stock 52,132 $28.44 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +57,177 $0.000000 57,177 02 Jun 2021 Common Stock 57,177 $25.98 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +45,039 $0.000000 45,039 02 Jun 2021 Common Stock 45,039 $30.40 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +30,810 $0.000000 30,810 02 Jun 2021 Common Stock 30,810 $27.44 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +23,765 $0.000000 23,765 02 Jun 2021 Common Stock 23,765 $38.01 Direct F9, F10
transaction OGN Stock Option (Right to Buy) Award $0 +34,967 $0.000000 34,967 02 Jun 2021 Common Stock 34,967 $36.91 Direct F9, F11
transaction OGN Stock Option (Right to Buy) Award $0 +83,764 $0.000000 83,764 02 Jun 2021 Common Stock 83,764 $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 15,841 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 3, 2022.
F11 11,654 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.