Kirke Weaver - Jan 1, 2023 Form 3 Insider Report for Organon & Co. (OGN)

Role
Gen. Counsel & Corp. Secy.
Signature
/s/ Tarnetta Jones, as Attorney-in-fact for Kirke Weaver
Stock symbol
OGN
Transactions as of
Jan 1, 2023
Transactions value $
$0
Form type
3
Date filed
1/10/2023, 04:46 PM
Next filing
Mar 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OGN Common Stock 2.3K Jan 1, 2023 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
holding OGN Restricted Stock Units Jan 1, 2023 Common Stock 4.62K Direct F1, F2, F3
holding OGN Restricted Stock Units Jan 1, 2023 Common Stock 1.1K Direct F3, F4
holding OGN Restricted Stock Units Jan 1, 2023 Common Stock 4.96K Direct F1, F3, F5
holding OGN Restricted Stock Units Jan 1, 2023 Common Stock 2.49K Direct F3, F6
holding OGN Restricted Stock Units Jan 1, 2023 Common Stock 22.3K Direct F3, F7
holding OGN Stock Option (Right to Buy) Jan 1, 2023 Common Stock 18.5K $27.44 Direct
holding OGN Stock Option (Right to Buy) Jan 1, 2023 Common Stock 19.6K $38.01 Direct
holding OGN Stock Option (Right to Buy) Jan 1, 2023 Common Stock 25.7K $36.91 Direct F8
holding OGN Stock Option (Right to Buy) Jan 1, 2023 Common Stock 29K $36.11 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the separation of Organon & Co. ("Organon") from Merck & Co., Inc. ("Merck"), 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.
F2 183 restricted stock units underlying this grant vested on December 31, 2022 and will be distributed as shares of Organon common stock on February 28, 2023. The remaining restricted stock units vest and are distributed as shares of Organon common stock in a single installment on February 28, 2023.
F3 Each restricted stock unit represents a contingent right to receive one share of Organon common stock.
F4 These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on May 1, 2023.
F5 42 restricted stock units underlying this grant vest on December 31, 2023 and will be distributed as shares of Organon common stock on February 28, 2024. The remaining restricted stock units vest and are distributed as shares of Organon common stock in a single installment on February 28, 2024.
F6 These restricted stock units vest and are distributed as shares of Organon common stock in two equal installments on May 4, 2023, and May 4, 2024.
F7 These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on March 31, 2023; March 31, 2024; and March 31, 2025.
F8 17,162 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 1, 2023.
F9 9,665 shares underlying the option are fully vested. The remaining shares vest and become exercisable in two equal installments on May 4, 2023, and May 4, 2024.

Remarks:

Exhibit 24 - Power of Attorney