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

Role
Chief Human Resources Officer
Signature
/s/ Faye C. Brown, as Attorney-in-Fact for Aaron Falcione
Issuer symbol
OGN
Transactions as of
02 Jun 2021
Net transactions value
$0
Form type
4
Filing time
04 Jun 2021, 21:27:14 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 301 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 +871 $0.000000 871 02 Jun 2021 Common Stock 871 Direct F2, F3
transaction OGN Restricted Stock Units Award $0 +2,440 $0.000000 2,440 02 Jun 2021 Common Stock 2,440 Direct F2, F3, F4
transaction OGN Restricted Stock Units Award $0 +8,310 $0.000000 8,310 02 Jun 2021 Common Stock 8,310 Direct F2, F3, F5
transaction OGN Restricted Stock Units Award $0 +4,794 $0.000000 4,794 02 Jun 2021 Common Stock 4,794 Direct F2, F6
transaction OGN Restricted Stock Units Award $0 +5,125 $0.000000 5,125 02 Jun 2021 Common Stock 5,125 Direct F2, F6, F7
transaction OGN Restricted Stock Units Award $0 +11,015 $0.000000 11,015 02 Jun 2021 Common Stock 11,015 Direct F2, F6, F8
transaction OGN Stock Option (Right to Buy) Award $0 +19,606 $0.000000 19,606 02 Jun 2021 Common Stock 19,606 $38.01 Direct F9, F10
transaction OGN Stock Option (Right to Buy) Award $0 +28,611 $0.000000 28,611 02 Jun 2021 Common Stock 28,611 $36.91 Direct F9, F11
transaction OGN Stock Option (Right to Buy) Award $0 +64,433 $0.000000 64,433 02 Jun 2021 Common Stock 64,433 $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 13,071 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 3, 2022.
F11 9,537 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.