0000899243-21-022192.txt : 20210604 0000899243-21-022192.hdr.sgml : 20210604 20210604212431 ACCESSION NUMBER: 0000899243-21-022192 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210602 FILED AS OF DATE: 20210604 DATE AS OF CHANGE: 20210604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morrissey Joseph T. Jr. CENTRAL INDEX KEY: 0001859805 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40235 FILM NUMBER: 21998053 MAIL ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Organon & Co. CENTRAL INDEX KEY: 0001821825 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 852269702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 BUSINESS PHONE: (908) 740-4000 MAIL ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-06-02 0 0001821825 Organon & Co. OGN 0001859805 Morrissey Joseph T. Jr. C/O ORGANON & CO. 30 HUDSON STREET, FLOOR 33 JERSEY CITY NJ 07302 0 1 0 0 Head of Manufacturing Common Stock 573 D Restricted Stock Units 2021-06-02 4 A 0 2807 0.00 A 2022-05-03 2022-05-03 Common Stock 2807 2807 D Restricted Stock Units 2021-06-02 4 A 0 2980 0.00 A 2022-05-01 2023-05-01 Common Stock 2980 2980 D Restricted Stock Units 2021-06-02 4 A 0 10802 0.00 A 2022-05-04 2024-05-04 Common Stock 10802 10802 D Restricted Stock Units 2021-06-02 4 A 0 5814 0.00 A 2021-12-31 2021-12-31 Common Stock 5814 5814 D Restricted Stock Units 2021-06-02 4 A 0 6266 0.00 A 2022-12-31 2022-12-31 Common Stock 6266 6266 D Restricted Stock Units 2021-06-02 4 A 0 14319 0.00 A 2023-12-31 2023-12-31 Common Stock 14319 14319 D Stock Option (Right to Buy) 27.67 2021-06-02 4 A 0 46323 0.00 A 2023-06-02 2024-05-01 Common Stock 46323 46323 D Stock Option (Right to Buy) 28.44 2021-06-02 4 A 0 52132 0.00 A 2021-06-02 2025-04-30 Common Stock 52132 52132 D Stock Option (Right to Buy) 25.98 2021-06-02 4 A 0 57177 0.00 A 2021-06-02 2026-05-09 Common Stock 57177 57177 D Stock Option (Right to Buy) 30.40 2021-06-02 4 A 0 45039 0.00 A 2021-06-02 2027-05-04 Common Stock 45039 45039 D Stock Option (Right to Buy) 27.44 2021-06-02 4 A 0 30810 0.00 A 2021-06-02 2028-05-03 Common Stock 30810 30810 D Stock Option (Right to Buy) 38.01 2021-06-02 4 A 0 23765 0.00 A 2022-05-03 2029-05-02 Common Stock 23765 23765 D Stock Option (Right to Buy) 36.91 2021-06-02 4 A 0 34967 0.00 A 2022-05-01 2030-04-30 Common Stock 34967 34967 D Stock Option (Right to Buy) 36.11 2021-06-02 4 A 0 83764 0.00 A 2022-05-04 2031-05-03 Common Stock 83764 83764 D Shares acquired in a pro rata distribution by Merck & Co., Inc. ("Merck") of shares of Organon & Co. ("Organon") in connection with the separation of Organon from Merck (the "Separation"). Each restricted stock unit represents a contingent right to receive one share of Organon common stock. In connection with the Separation, each outstanding Merck restricted stock unit award was converted into a restricted stock unit award denominated in shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck restricted stock unit award. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations. These restricted stock units vest and are distributed as shares of Organon common stock in two equal installments on May 1, 2022 and May 1, 2023. These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024. In connection with the Separation, each outstanding Merck performance stock unit award was converted into a restricted stock unit award denominated in shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck performance stock unit award. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations. These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2022. These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2023. In connection with the Separation, each outstanding Merck stock option was converted into an award of options to purchase shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of shares and exercise price of each option award was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck stock option. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations. 15,841 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 3, 2022. 11,654 shares underlying the option are fully vested. The remaining shares vest and become exercisable in two equal installments on May 1, 2022 and May 1, 2023. The option vests and becomes exercisable in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024. /s/ Faye C. Brown, as Attorney-in-Fact for Joseph T. Morrissey, Jr. 2021-06-04