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

Signature
/s/ Faye C. Brown, as Attorney-in-Fact for Sandra Milligan
Issuer symbol
OGN
Transactions as of
02 Jun 2021
Net transactions value
$0
Form type
4
Filing time
04 Jun 2021, 21:27:31 UTC
Next filing
14 Jun 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OGN Common Stock 2,150 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 +1,842 $0.000000 1,842 02 Jun 2021 Common Stock 1,842 Direct F2, F3
transaction OGN Restricted Stock Units Award $0 +3,795 $0.000000 3,795 02 Jun 2021 Common Stock 3,795 Direct F2, F3, F4
transaction OGN Restricted Stock Units Award $0 +14,957 $0.000000 14,957 02 Jun 2021 Common Stock 14,957 Direct F2, F3, F5
transaction OGN Restricted Stock Units Award $0 +10,170 $0.000000 10,170 02 Jun 2021 Common Stock 10,170 Direct F2, F6
transaction OGN Restricted Stock Units Award $0 +7,975 $0.000000 7,975 02 Jun 2021 Common Stock 7,975 Direct F2, F6, F7
transaction OGN Restricted Stock Units Award $0 +19,828 $0.000000 19,828 02 Jun 2021 Common Stock 19,828 Direct F2, F6, F8
transaction OGN Stock Option (Right to Buy) Award $0 +48,931 $0.000000 48,931 02 Jun 2021 Common Stock 48,931 $25.98 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +63,054 $0.000000 63,054 02 Jun 2021 Common Stock 63,054 $30.40 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +53,919 $0.000000 53,919 02 Jun 2021 Common Stock 53,919 $27.44 Direct F9
transaction OGN Stock Option (Right to Buy) Award $0 +41,588 $0.000000 41,588 02 Jun 2021 Common Stock 41,588 $38.01 Direct F9, F10
transaction OGN Stock Option (Right to Buy) Award $0 +44,503 $0.000000 44,503 02 Jun 2021 Common Stock 44,503 $36.91 Direct F9, F11
transaction OGN Stock Option (Right to Buy) Award $0 +115,980 $0.000000 115,980 02 Jun 2021 Common Stock 115,980 $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 27,724 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 3, 2022.
F11 14,834 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.