| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Organon & Co. [ OGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/02/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 2,150(1) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 06/02/2021 | A(3) | 1,842 | 05/03/2022 | 05/03/2022 | Common Stock | 1,842 | $0.00 | 1,842 | D | ||||
| Restricted Stock Units | (2) | 06/02/2021 | A(3) | 3,795 | 05/01/2022(4) | 05/01/2023 | Common Stock | 3,795 | $0.00 | 3,795 | D | ||||
| Restricted Stock Units | (2) | 06/02/2021 | A(3) | 14,957 | 05/04/2022(5) | 05/04/2024 | Common Stock | 14,957 | $0.00 | 14,957 | D | ||||
| Restricted Stock Units | (2) | 06/02/2021 | A(6) | 10,170 | 12/31/2021 | 12/31/2021 | Common Stock | 10,170 | $0.00 | 10,170 | D | ||||
| Restricted Stock Units | (2) | 06/02/2021 | A(6) | 7,975 | 12/31/2022(7) | 12/31/2022 | Common Stock | 7,975 | $0.00 | 7,975 | D | ||||
| Restricted Stock Units | (2) | 06/02/2021 | A(6) | 19,828 | 12/31/2023(8) | 12/31/2023 | Common Stock | 19,828 | $0.00 | 19,828 | D | ||||
| Stock Option (Right to Buy) | $25.98 | 06/02/2021 | A(9) | 48,931 | 06/02/2021 | 05/09/2026 | Common Stock | 48,931 | $0.00 | 48,931 | D | ||||
| Stock Option (Right to Buy) | $30.4 | 06/02/2021 | A(9) | 63,054 | 06/02/2021 | 05/04/2027 | Common Stock | 63,054 | $0.00 | 63,054 | D | ||||
| Stock Option (Right to Buy) | $27.44 | 06/02/2021 | A(9) | 53,919 | 06/02/2021 | 05/03/2028 | Common Stock | 53,919 | $0.00 | 53,919 | D | ||||
| Stock Option (Right to Buy) | $38.01 | 06/02/2021 | A(9) | 41,588 | 05/03/2022(10) | 05/02/2029 | Common Stock | 41,588 | $0.00 | 41,588 | D | ||||
| Stock Option (Right to Buy) | $36.91 | 06/02/2021 | A(9) | 44,503 | 05/01/2022(11) | 04/30/2030 | Common Stock | 44,503 | $0.00 | 44,503 | D | ||||
| Stock Option (Right to Buy) | $36.11 | 06/02/2021 | A(9) | 115,980 | 05/04/2022(12) | 05/03/2031 | Common Stock | 115,980 | $0.00 | 115,980 | D | ||||
| Explanation of Responses: |
| 1. 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"). |
| 2. Each restricted stock unit represents a contingent right to receive one share of Organon common stock. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2022. |
| 8. These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2023. |
| 9. 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. |
| 10. 27,724 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 3, 2022. |
| 11. 14,834 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. |
| 12. The option vests and becomes exercisable in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024. |
| Remarks: |
| /s/ Faye C. Brown, as Attorney-in-Fact for Sandra Milligan | 06/04/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||