LAZARUS ROCHELLE B - 04 Jun 2021 Form 4 Insider Report for Organon & Co. (OGN)

Role: Director
Signature: /s/ Faye C. Brown, as Attorney-in-Fact for Rochelle B. Lazarus
Issuer symbol: OGN
Transactions as of: 04 Jun 2021
Net transactions value: +$316,231
Form type: 4
Filing time: 08 Jun 2021, 20:33:54 UTC
Previous filing: 02 Jun 2021
Next filing: 13 Jul 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						460	04 Jun 2021	Direct	F1
holding	OGN	Common Stock						175	04 Jun 2021	By Spouse	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	$316,231	+8,772		$36.05	8,772	04 Jun 2021	Common Stock	8,772		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 3,223 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.