Lisa LeCointe-Cephas - May 3, 2022 Form 4 Insider Report for Merck & Co., Inc. (MRK)

Role: SVP Chief Ethics & Com Officer
Signature: /s/ Kelly E. W. Grez as attorney-in-fact for Lisa LeCointe-Cephas
Stock symbol: MRK
Transactions as of: May 3, 2022
Transactions value $: $46,511
Form type: 4
Date filed: 5/5/2022, 05:04 PM
Previous filing: May 3, 2022
Next filing: May 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MRK	Common Stock	Options Exercise	$70.8K	+813	+25.98%	$87.10	3.94K	May 4, 2022	Direct
transaction	MRK	Common Stock	Tax liability	-$24.3K	-279	-7.08%	$87.10	3.66K	May 4, 2022	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	MRK	Stock Option (Right to Buy)	Award	$0	+11.7K		$0.00	11.7K	May 3, 2022	Common Stock	11.7K	$87.10	Direct	F2
transaction	MRK	Restricted Stock Unit	Award	$0	+2.07K		$0.00	2.07K	May 3, 2022	Common Stock	2.07K		Direct	F3, F4
transaction	MRK	Restricted Stock Unit	Options Exercise	$0	-813	-33.29%	$0.00	1.63K	May 4, 2022	Common Stock	813		Direct	F3, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Holdings include shares acquired in dividend reinvestment transactions.
F2	The option vests and becomes exercisable in equal installments on 5/3/2023, 5/3/2024 and 5/3/2025.
F3	Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock.
F4	These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 5/3/2023, 5/3/2024, and 5/3/2025.
F5	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 restricted stock unit 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	These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 5/4/2022, 5/4/2023 and 5/4/2024.