Kathryn DiMarco - Jun 2, 2021 Form 4 Insider Report for Organon & Co. (OGN)

Role
Corporate Controller
Signature
/s/ Faye C. Brown, as Attorney-in-Fact for Kathryn DiMarco
Stock symbol
OGN
Transactions as of
Jun 2, 2021
Transactions value $
$0
Form type
4
Date filed
6/4/2021, 09:25 PM
Next filing
Aug 19, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OGN Common Stock 803 Jun 2, 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 +5.61K $0.00 5.61K Jun 2, 2021 Common Stock 5.61K Direct F2, F3, F4
transaction OGN Restricted Stock Units Award $0 +3.74K $0.00 3.74K Jun 2, 2021 Common Stock 3.74K Direct F2, F3, F5
transaction OGN Restricted Stock Units Award $0 +4.96K $0.00 4.96K Jun 2, 2021 Common Stock 4.96K Direct F2, F6, F7
transaction OGN Stock Option (Right to Buy) Award $0 +29K $0.00 29K Jun 2, 2021 Common Stock 29K $36.11 Direct F8, F9
* 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 three equal installments on February 9, 2022, February 9, 2023 and February 9, 2024.
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, 2023.
F8 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.
F9 The option vests and becomes exercisable in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024.