Steven Mizell - May 3, 2023 Form 4 Insider Report for Merck & Co., Inc. (MRK)

Role
EVP, Chief HR Officer
Signature
/s/ Kelly E. W. Grez as Attorney-in-Fact for Steven C. Mizell
Stock symbol
MRK
Transactions as of
May 3, 2023
Transactions value $
-$2,426,516
Form type
4
Date filed
5/5/2023, 05:19 PM
Previous filing
May 4, 2023
Next filing
Jun 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MRK Common Stock Options Exercise $1.01M +13K +39.29% $77.62 46.1K May 3, 2023 Direct F1
transaction MRK Common Stock Options Exercise $1.13M +15K +32.55% $75.36 61.1K May 3, 2023 Direct F1
transaction MRK Common Stock Options Exercise $885K +12K +19.64% $73.73 73.1K May 3, 2023 Direct F1
transaction MRK Common Stock Sale -$1.55M -13K -17.79% $119.01 60.1K May 3, 2023 Direct F1, F2
transaction MRK Common Stock Sale -$1.79M -15K -24.96% $119.01 45.1K May 3, 2023 Direct F1, F3
transaction MRK Common Stock Sale -$1.43M -12K -26.62% $119.01 33.1K May 3, 2023 Direct F1, F4
transaction MRK Common Stock Options Exercise $904K +12K +36.27% $75.36 45.1K May 3, 2023 Direct
transaction MRK Common Stock Sale -$1.59M -13.4K -29.72% $119.01 31.7K May 3, 2023 Direct

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 -13K -24.83% $0.00 39.4K May 3, 2023 Common Stock 13K $77.62 Direct F5, F6
transaction MRK Stock Option (Right to Buy) Options Exercise $0 -12K -18.11% $0.00 54.3K May 3, 2023 Common Stock 12K $73.73 Direct F5, F7
transaction MRK Stock Option (Right to Buy) Options Exercise $0 -15K -25.36% $0.00 44.2K May 3, 2023 Common Stock 15K $75.36 Direct F5, F8
transaction MRK Stock Option (Right to Buy) Options Exercise $0 -12K -27.18% $0.00 32.2K May 3, 2023 Common Stock 12K $75.36 Direct F5, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 These exercise and sale transactions were made pursuant to a Rule 10b5-1 trading plan adopted on February 13, 2023.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.0000 to $119.1300, 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 $119.0000 to $119.0600, 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 $119.0000 to $119.0800, 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 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 vests and becomes exercisable in three equal installments on 5/3/2020, 5/3/2021 and 5/3/2022.
F7 The option vests and becomes exercisable in three equal installments on 5/4/2022, 5/4/2023 and 5/4/2024.
F8 The option vests and becomes exercisable in three equal installments on 5/1/2021, 5/1/2022 and 5/1/2023.