Rachel A. Stahler - Jun 2, 2021 Form 4 Insider Report for Organon & Co. (OGN)

Role
Chief Information Officer
Signature
/s/ Faye C. Brown, as Attorney-in-Fact for Rachel A. Stahler
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 9, 2021

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 +38.7K $0.00 38.7K Jun 2, 2021 Common Stock 38.7K Direct F1, F2, F3
transaction OGN Restricted Stock Units Award $0 +9.14K $0.00 9.14K Jun 2, 2021 Common Stock 9.14K Direct F1, F2, F4
transaction OGN Restricted Stock Units Award $0 +12.1K $0.00 12.1K Jun 2, 2021 Common Stock 12.1K Direct F1, F5, F6
transaction OGN Stock Option (Right to Buy) Award $0 +70.9K $0.00 70.9K Jun 2, 2021 Common Stock 70.9K $36.11 Direct F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents a contingent right to receive one share of Organon & Co. ("Organon") common stock.
F2 In connection with the separation (the "Separation") of Organon from Merck & Co., Inc. ("Merck"), 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.
F3 These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on August 5, 2021, August 5, 2022 and August 5, 2023.
F4 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.
F5 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.
F6 These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2023.
F7 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.
F8 The option vests and becomes exercisable in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024.