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Organon & Co. Director's Dealing 2021

Jun 4, 2021

31461_dirs_2021-06-04_6bd92a6f-02f1-4053-9156-2dc41737f939.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Organon & Co. (OGN)
CIK: 0001821825
Period of Report: 2021-06-02

Reporting Person: Milligan Sandra (Head of Research & Development)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2021-06-02 Restricted Stock Units $ A 1842 Acquired 2022-05-03 Common Stock (1842) Direct
2021-06-02 Restricted Stock Units $ A 3795 Acquired 2023-05-01 Common Stock (3795) Direct
2021-06-02 Restricted Stock Units $ A 14957 Acquired 2024-05-04 Common Stock (14957) Direct
2021-06-02 Restricted Stock Units $ A 10170 Acquired 2021-12-31 Common Stock (10170) Direct
2021-06-02 Restricted Stock Units $ A 7975 Acquired 2022-12-31 Common Stock (7975) Direct
2021-06-02 Restricted Stock Units $ A 19828 Acquired 2023-12-31 Common Stock (19828) Direct
2021-06-02 Stock Option (Right to Buy) $25.98 A 48931 Acquired 2026-05-09 Common Stock (48931) Direct
2021-06-02 Stock Option (Right to Buy) $30.40 A 63054 Acquired 2027-05-04 Common Stock (63054) Direct
2021-06-02 Stock Option (Right to Buy) $27.44 A 53919 Acquired 2028-05-03 Common Stock (53919) Direct
2021-06-02 Stock Option (Right to Buy) $38.01 A 41588 Acquired 2029-05-02 Common Stock (41588) Direct
2021-06-02 Stock Option (Right to Buy) $36.91 A 44503 Acquired 2030-04-30 Common Stock (44503) Direct
2021-06-02 Stock Option (Right to Buy) $36.11 A 115980 Acquired 2031-05-03 Common Stock (115980) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2150 Direct

Footnotes

F1: 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").

F2: Each restricted stock unit represents a contingent right to receive one share of Organon common stock.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2022.

F8: These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2023.

F9: 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.

F10: 27,724 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 3, 2022.

F11: 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.

F12: The option vests and becomes exercisable in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024.