Kathryn DiMarco - 09 Feb 2022 Form 4 Insider Report for Organon & Co. (OGN)

Role: Corporate Controller
Signature: /s/ Tarnetta V. Jones, as Attorney-in-Fact for Kathryn DiMarco
Issuer symbol: OGN
Transactions as of: 09 Feb 2022
Net transactions value: -$25,144
Form type: 4
Filing time: 10 Feb 2022, 20:10:20 UTC
Previous filing: 19 Aug 2021
Next filing: 04 Apr 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OGN	Common Stock	Options Exercise	$0	+1,869	+233%	$0.000000	2,672	09 Feb 2022	Direct	F1
transaction	OGN	Common Stock	Tax liability	$25,144	-745	-28%	$33.75	1,927	09 Feb 2022	Direct

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	Options Exercise	$0	-1,869	-33%	$0.000000	3,740	09 Feb 2022	Common Stock	1,869		Direct	F1, F2

* 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	On June 2, 2021 in connection with the separation of Organon from Merck & Co., Inc., the restricted stock unit award was converted into a restricted stock unit award with 5,609 shares of Organon common stock underlying such award. These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments. The first installment vested and has been distributed on February 9, 2022. The remaining installments will vest and be distributed on each of February 9, 2023 and February 9, 2024.

Content

Each restricted stock unit represents a contingent right to receive one share of Organon & Co. ("Organon") common stock.

On June 2, 2021 in connection with the separation of Organon from Merck & Co., Inc., the restricted stock unit award was converted into a restricted stock unit award with 5,609 shares of Organon common stock underlying such award. These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments. The first installment vested and has been distributed on February 9, 2022. The remaining installments will vest and be distributed on each of February 9, 2023 and February 9, 2024.