Sanat Chattopadhyay - Jan 9, 2023 Form 4 Insider Report for Merck & Co., Inc. (MRK)

Signature
/s/ Kelly E. W. Grez as Attorney-in-Fact for Sanat Chattopadhyay
Stock symbol
MRK
Transactions as of
Jan 9, 2023
Transactions value $
-$4,975,194
Form type
4
Date filed
1/11/2023, 03:22 PM
Previous filing
Nov 1, 2022
Next filing
Jan 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRK Common Stock Options Exercise $4.46M +84K +284.73% $53.06 113K Jan 9, 2023 Direct
transaction MRK Common Stock Sale -$3.94M -35.6K -31.37% $110.61 77.9K Jan 9, 2023 Direct F1, F2
transaction MRK Common Stock Sale -$507K -4.54K -5.83% $111.73 73.4K Jan 9, 2023 Direct F1, F3
transaction MRK Common Stock Sale -$444K -3.94K -5.37% $112.78 69.4K Jan 9, 2023 Direct F1, F4
transaction MRK Common Stock Sale -$4.35M -38.2K -55.05% $113.78 31.2K Jan 9, 2023 Direct F1, F5
transaction MRK Common Stock Sale -$195K -1.7K -5.45% $114.46 29.5K Jan 9, 2023 Direct F1, F6
holding MRK Common Stock 37.9K Jan 9, 2023 By GRAT 2021 F7
holding MRK Common Stock 45.6K Jan 9, 2023 By GRAT 2022 F8

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 -84K -100% $0.00* 0 Jan 9, 2023 Common Stock 84K $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 exercise and sale transactions reported in this Form 4 are made pursuant to Rule 10b5-1 trading plan.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.2600 to $111.2000, 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 $111.2800 to $112.2100, 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 $112.3200 to $113.3100, 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.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.3500 to $114.3500, 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 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.3700 to $114.5800, 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.
F7 The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay 2021 Grantor Retained Annuity Trust.
F8 The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay 2022 Grantor Retained Annuity Trust.
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.