Merck & Co., Inc. — Director's Dealing 2022

Nov 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Merck & Co., Inc. (MRK)
CIK: 0000310158
Period of Report: 2022-11-01

Reporting Person: FRAZIER KENNETH C (Director, Executive Chair)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-01	Common Stock	M	300000	—	Acquired	1006283.063	Direct
2022-11-01	Common Stock	S	202319	$99.6065	Disposed	803964.063	Direct
2022-11-01	Common Stock	S	96981	$100.2242	Disposed	706983.063	Direct
2022-11-01	Common Stock	S	700	$101.0471	Disposed	706283.063	Direct
2022-11-01	Common Stock	G	1710	—	Disposed	704573.063	Direct
2022-11-01	Common Stock	G	2450	—	Disposed	702123.063	Direct
2022-11-01	Common Stock	G	1470	—	Disposed	700653.063	Direct
2022-11-02	Common Stock	M	165828	—	Acquired	866481.063	Direct
2022-11-02	Common Stock	M	134172	—	Acquired	1000653.063	Direct
2022-11-02	Common Stock	S	205661	$99.6791	Disposed	794992.063	Direct
2022-11-02	Common Stock	S	94339	$100.4011	Disposed	700653.063	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-01	Stock Option (Right to Buy)	$58.08	M	300000	Disposed	2025-04-30	Common Stock (300000)	Direct
2022-11-02	Stock Option (Right to Buy)	$58.08	M	165828	Disposed	2025-04-30	Common Stock (165828)	Direct
2022-11-02	Stock Option (Right to Buy)	$53.06	M	134172	Disposed	2026-05-09	Common Stock (134172)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - 401(k) Plan	4481.1286	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 $98.9700 to $99.9700, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.9800 to $100.9800, 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.0300 to $101.0700, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.0000 to $100.0000, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.0100 to $101.0100, 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.

F6: Holdings include shares acquired in dividend reinvestment transactions.

F7: Includes shares acquired and dividends earned through October 7, 2022 in the Merck U.S. Savings Plan, a 401(k) plan.

F8: The option became exercisable in equal installments on 5/1/2016, 5/1/2017 and 5/1/2018.

F9: 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 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.

F10: The option became exercisable in equal installments on 5/10/2017, 5/10/2018 and 5/10/2019.