Kenneth C. Frazier - Nov 1, 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
Nov 1, 2022
Transactions value $
-$59,914,706
Form type
4
Date filed
11/3/2022, 04:06 PM
Previous filing
Nov 1, 2022
Next filing
Nov 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRK Common Stock Options Exercise $0 +300K +42.48% $0.00 1.01M Nov 1, 2022 Direct
transaction MRK Common Stock Sale -$20.2M -202K -20.11% $99.61 804K Nov 1, 2022 Direct F1
transaction MRK Common Stock Sale -$9.72M -97K -12.06% $100.22 707K Nov 1, 2022 Direct F2
transaction MRK Common Stock Sale -$70.7K -700 -0.1% $101.05 706K Nov 1, 2022 Direct F3
transaction MRK Common Stock Gift $0 -1.71K -0.24% $0.00 705K Nov 1, 2022 Direct
transaction MRK Common Stock Gift $0 -2.45K -0.35% $0.00 702K Nov 1, 2022 Direct
transaction MRK Common Stock Gift $0 -1.47K -0.21% $0.00 701K Nov 1, 2022 Direct
transaction MRK Common Stock Options Exercise $0 +166K +23.67% $0.00 866K Nov 2, 2022 Direct
transaction MRK Common Stock Options Exercise $0 +134K +15.48% $0.00 1M Nov 2, 2022 Direct
transaction MRK Common Stock Sale -$20.5M -206K -20.55% $99.68 795K Nov 2, 2022 Direct F4
transaction MRK Common Stock Sale -$9.47M -94.3K -11.87% $100.40 701K Nov 2, 2022 Direct F5, F6
holding MRK Common Stock - 401(k) Plan 4.48K Nov 1, 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 -300K -64.4% $0.00 166K Nov 1, 2022 Common Stock 300K $58.08 Direct F8
transaction MRK Stock Option (Right to Buy) Options Exercise $0 -166K -100% $0.00* 0 Nov 2, 2022 Common Stock 166K $58.08 Direct F8
transaction MRK Stock Option (Right to Buy) Options Exercise $0 -134K -15.97% $0.00 706K Nov 2, 2022 Common Stock 134K $53.06 Direct F9, 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 $98.9700 to $99.9700, 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 $99.9800 to $100.9800, 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 $101.0300 to $101.0700, 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 $99.0000 to $100.0000, 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 $100.0100 to $101.0100, 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 The option became exercisable in equal installments on 5/1/2016, 5/1/2017 and 5/1/2018.
F9 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.
F10 The option became exercisable in equal installments on 5/10/2017, 5/10/2018 and 5/10/2019.