Kathryn DiMarco - Mar 31, 2023 Form 4 Insider Report for Organon & Co. (OGN)

Role: Corporate Controller
Signature: /s/ Tarnetta V. Jones, as Attorney-in-Fact for Kathryn DiMarco
Stock symbol: OGN
Transactions as of: Mar 31, 2023
Transactions value $: -$33,965
Form type: 4
Date filed: 4/4/2023, 08:14 PM
Previous filing: Feb 10, 2023
Next filing: May 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OGN	Common Stock	Options Exercise	$0	+4.29K	+110.81%	$0.00	8.17K	Mar 31, 2023	Direct
transaction	OGN	Common Stock	Tax liability	-$34K	-1.47K	-18.01%	$23.09	6.7K	Mar 31, 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	OGN	Restricted Stock Units	Options Exercise	$0	-4.29K	-33.33%	$0.00	8.59K	Mar 31, 2023	Common Stock	4.29K		Direct	F1, F2
transaction	OGN	Restricted Stock Units	Award	$0	+25.5K		$0.00	25.5K	Mar 31, 2023	Common Stock	25.5K		Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	Each Restricted Stock Unit converts into one share of Organon & Co. ("Organon") common stock.
F2	On March 31, 2023, one-third of the RSUs vested with the remaining RSUs to vest in two equal installments on March 31, 2024 and March 31, 2025.
F3	The Reporting Person was granted restricted stock units ("RSUs"), which represent a contingent right to receive one share of Organon common stock for each RSU.
F4	These RSUs vest and are distributed as shares of Organon common stock in three equal installments on March 31, 2024, March 31, 2025 and March 31, 2026.