0001104659-23-002818.txt : 20230110 0001104659-23-002818.hdr.sgml : 20230110 20230110174641 ACCESSION NUMBER: 0001104659-23-002818 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230101 FILED AS OF DATE: 20230110 DATE AS OF CHANGE: 20230110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Weaver Kirke CENTRAL INDEX KEY: 0001959622 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40235 FILM NUMBER: 23522073 MAIL ADDRESS: STREET 1: 30 HUDSON STREET STREET 2: FLOOR 33 CITY: JERSEY CITY STATE: NJ ZIP: 07302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Organon & Co. CENTRAL INDEX KEY: 0001821825 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 464838035 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30 HUDSON STREET STREET 2: FL 33 CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 551-430-6000 MAIL ADDRESS: STREET 1: 30 HUDSON STREET STREET 2: FL 33 CITY: JERSEY CITY STATE: NJ ZIP: 07302 3 1 tm232419-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2023-01-01 0 0001821825 Organon & Co. OGN 0001959622 Weaver Kirke C/O ORGANON & CO. 30 HUDSON STREET, FLOOR 33 JERSEY CITY NJ 07302 0 1 0 0 Gen. Counsel & Corp. Secy. Common Stock 2296 D Restricted Stock Units 2023-02-28 2023-02-28 Common Stock 4616 D Restricted Stock Units 2023-05-01 2023-05-01 Common Stock 1099 D Restricted Stock Units 2024-02-28 2024-02-28 Common Stock 4957 D Restricted Stock Units 2023-05-04 2024-05-04 Common Stock 2494 D Restricted Stock Units 2023-03-31 2025-03-31 Common Stock 22257 D Stock Option (Right to Buy) 27.44 2021-05-04 2028-05-03 Common Stock 18486 D Stock Option (Right to Buy) 38.01 2022-05-03 2029-05-02 Common Stock 19606 D Stock Option (Right to Buy) 36.91 2030-04-30 Common Stock 25748 D Stock Option (Right to Buy) 36.11 2031-05-03 Common Stock 28996 D In connection with the separation of Organon & Co. ("Organon") from Merck & Co., Inc. ("Merck"), 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. 183 restricted stock units underlying this grant vested on December 31, 2022 and will be distributed as shares of Organon common stock on February 28, 2023. The remaining restricted stock units vest and are distributed as shares of Organon common stock in a single installment on February 28, 2023. Each restricted stock unit represents a contingent right to receive one share of Organon common stock. These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on May 1, 2023. 42 restricted stock units underlying this grant vest on December 31, 2023 and will be distributed as shares of Organon common stock on February 28, 2024. The remaining restricted stock units vest and are distributed as shares of Organon common stock in a single installment on February 28, 2024. These restricted stock units vest and are distributed as shares of Organon common stock in two equal installments on May 4, 2023, and May 4, 2024. These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on March 31, 2023; March 31, 2024; and March 31, 2025. 17,162 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 1, 2023. 9,665 shares underlying the option are fully vested. The remaining shares vest and become exercisable in two equal installments on May 4, 2023, and May 4, 2024. Exhibit 24 - Power of Attorney /s/ Tarnetta Jones, as Attorney-in-fact for Kirke Weaver 2023-01-10 EX-24 2 tm232419d1_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Tarnetta V. Jones and Faye C. Brown, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer or director of Organon & Co. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of December 2022.

	/s/ Kirke Weaver
	Kirke Weaver