Shalini Sharp - Jun 4, 2021 Form 4 Insider Report for Organon & Co. (OGN)

Role: Director
Signature: /s/ Faye C. Brown, as Attorney-in-Fact for Shalini Sharp
Stock symbol: OGN
Transactions as of: Jun 4, 2021
Transactions value $: $326,649
Form type: 4
Date filed: 6/8/2021, 08:31 PM
Previous filing: Jun 7, 2021
Next filing: Jan 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	OGN	Common Stock						2	Jun 4, 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	Phantom Stock	Award	$327K	+9.06K		$36.05	9.06K	Jun 4, 2021	Common Stock	9.06K		Direct	F2, F3

* 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	1-for-1
F3	Consists of (i) a one-time grant of 5,549 phantom units awarded in connection with the Separation, which units will vest in full on the earlier of the one-year anniversary of the Separation or Organon's first annual shareholders meeting after the Separation, and (ii) a pro-rata portion of the annual equity retainer in the form of 3,512 phantom units, which units are fully vested. Phantom units are granted under the Organon Non-Employee Director Savings Plan and are payable in cash upon settlement no sooner than one year after service as a director ceases.