Kenneth C. Frazier - Oct 28, 2022 Form 4 Insider Report for Merck & Co., Inc. (MRK)

Signature
/s/ Kelly E. W. Grez as Attorney-in-Fact for Kenneth C. Frazier
Stock symbol
MRK
Transactions as of
Oct 28, 2022
Transactions value $
-$87,090,363
Form type
4
Date filed
11/1/2022, 04:38 PM
Previous filing
Aug 19, 2022
Next filing
Nov 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRK Common Stock Options Exercise $0 +567K +80.29% $0.00 1.27M Oct 28, 2022 Direct
transaction MRK Common Stock Sale -$7.48M -75.5K -5.93% $99.15 1.2M Oct 28, 2022 Direct F1
transaction MRK Common Stock Sale -$31.4M -313K -26.15% $100.25 885K Oct 28, 2022 Direct F2
transaction MRK Common Stock Sale -$18M -178K -20.16% $100.80 706K Oct 28, 2022 Direct F3
transaction MRK Common Stock Options Exercise $0 +300K +42.48% $0.00 1.01M Oct 31, 2022 Direct
transaction MRK Common Stock Sale -$7.06M -70.7K -7.03% $99.82 936K Oct 31, 2022 Direct F4
transaction MRK Common Stock Sale -$23.2M -229K -24.51% $101.03 706K Oct 31, 2022 Direct F5, F6
holding MRK Common Stock - 401(k) Plan 4.48K Oct 28, 2022 By 401(k) F7

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 -567K -100% $0.00* 0 Oct 28, 2022 Common Stock 567K $56.49 Direct F8, F9
transaction MRK Stock Option (Right to Buy) Options Exercise $0 -300K -39.17% $0.00 466K Oct 31, 2022 Common Stock 300K $58.08 Direct F8, F10
* 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 $98.6100 to $99.6000, inclusive. The reporting person undertakes to provide to Merck & Co., Inc., anysecurity 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 $99.6400 to $100.6400, 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 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.6500 to $100.9725, 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.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.3300 to $100.3200, 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.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.3600 to $101.3100, 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.
F6 Holdings include shares acquired in dividend reinvestment transactions.
F7 Includes shares acquired and dividends earned through October 7, 2022 in the Merck U.S. Savings Plan, a 401(k) plan.
F8 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.
F9 The option became exercisable in equal installments on 5/9/2015, 5/9/2016 and 5/9/2017.
F10 The option became exercisable in equal installments on 5/1/2016, 5/1/2017 and 5/1/2018.