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