Kenneth C. Frazier - Nov 9, 2021 Form 4 Insider Report for Merck & Co., Inc. (MRK)

Role
Executive Chair, Director
Signature
/s/ Kelly E. W. Grez as Attorney-in-Fact for Kenneth C. Frazier
Stock symbol
MRK
Transactions as of
Nov 9, 2021
Transactions value $
-$54,611,362
Form type
4
Date filed
11/10/2021, 03:06 PM
Next filing
Jan 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRK Common Stock Options Exercise $0 +664K +113.14% $0.00 1.25M Nov 9, 2021 Direct
transaction MRK Common Stock Sale -$52.1M -634K -50.71% $82.22 616K Nov 9, 2021 Direct F1
transaction MRK Common Stock Sale -$2.46M -29.6K -4.8% $83.23 587K Nov 9, 2021 Direct F2, F3
holding MRK Common Stock - 401(k) Plan 4.34K Nov 9, 2021 By 401(k) F4

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 MRK Stock Option (Right to Buy) Options Exercise $0 -664K -100% $0.00* 0 Nov 9, 2021 Common Stock 664K $43.65 Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.9300 to $82.9200, inclusive. The reporting person undertakes to provide to Merck & Co., Inc., any security holder of Merck & Co., Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above in this footnote.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.9500 to $83.5800, inclusive. The reporting person undertakes to provide to Merck & Co., Inc., any security holder of Merck & Co., Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above in this footnote.
F3 Holdings include shares acquired in dividend reinvestment transactions.
F4 Includes shares acquired and dividends earned through November 9, 2021 in the Merck U.S. Savings Plan, a 401(k) plan.
F5 Exercise price and holdings reflect the adjustments that occurred as of June 2, 2021 in connection with the Organon & Co. ("Organon") spin-off as described in the registration statement on Form 10 filed with the SEC by Organon (the "Form 10"). As reported in the Form 10, all Merck stock option awards outstanding as of immediately prior to the distribution date were converted on the distribution date into adjusted Merck awards for Merck employees to preserve the same intrinsic value and general terms and conditions (including vesting) as were in place immediately prior to the adjustments.
F6 The option became exercisable in equal installments on 5/6/2014, 5/6/2015 and 5/6/2016.