Merck & Co., Inc. — Director's Dealing 2021

Nov 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Merck & Co., Inc. (MRK)
CIK: 0000310158
Period of Report: 2021-10-30

Reporting Person: Clyburn Frank (EVP & Pres ? Human Health)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-30	Common Stock	M	2358	$88.05	Acquired	98257.087	Direct
2021-10-30	Common Stock	F	1162	$88.05	Disposed	97095.087	Direct
2021-11-01	Common Stock	M	19915	—	Acquired	117010.087	Direct
2021-11-01	Common Stock	M	19847	—	Acquired	136857.087	Direct
2021-11-01	Common Stock	S	39762	$87.8698	Disposed	97095.087	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-30	Restricted Stock Unit	$	M	2358	Disposed	2021-10-30	Common Stock (2358)	Direct
2021-11-01	Stock Option (Right to Buy)	$43.65	M	19915	Disposed	2023-05-05	Common Stock (19915)	Direct
2021-11-01	Stock Option (Right to Buy)	$56.49	M	19847	Disposed	2024-05-01	Common Stock (19847)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - 401(k) Plan	1779.9447	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.8000 to $87.8950, inclusive. The reporting person undertakes to provide to Merck & Co., Inc., any security holder of Merck & Co., Inc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above in this footnote.

F2: Holdings include shares acquired in dividend reinvestment transactions.

F3: Includes shares acquired and dividends earned through October 30, 2021 in the Merck U.S. Savings Plan, a 401(k) plan.

F4: Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock.

F5: Exercise price and holdings reflect the adjustments that occurred as of June 2, 2021 in connection with the Organon & Co. ("Organon") spin-off as described in the registration statement on Form 10 filed with the SEC by Organon (the "Form 10"). As reported in the Form 10, all Merck stock option and time-based restricted stock unit awards outstanding as of immediately prior to the distribution date were converted on the distribution date into adjusted Merck awards for Merck employees to preserve the same intrinsic value and general terms and conditions (including vesting) as were in place immediately prior to the adjustments.

F6: The restricted stock units vested and were distributed in equal installments on 10/30/2019, 10/30/2020 and 10/30/2021.

F7: The option became exercisable in equal installments on 5/6/2014, 5/6/2015 and 5/6/2016.

F8: The option became exercisable in equal installments on 5/2/2015, 5/2/2016, and 5/2/2017.