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Organon & Co. — Director's Dealing 2021
Jun 4, 2021
31461_dirs_2021-06-04_11b41fb2-0f57-41ff-9449-7fa367983cdd.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: Falcione Aaron (Chief Human Resources Officer)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2021-06-02 | Restricted Stock Units | $ | A | 871 | Acquired | 2022-05-03 | Common Stock (871) | Direct |
| 2021-06-02 | Restricted Stock Units | $ | A | 2440 | Acquired | 2023-05-01 | Common Stock (2440) | Direct |
| 2021-06-02 | Restricted Stock Units | $ | A | 8310 | Acquired | 2024-05-04 | Common Stock (8310) | Direct |
| 2021-06-02 | Restricted Stock Units | $ | A | 4794 | Acquired | 2021-12-31 | Common Stock (4794) | Direct |
| 2021-06-02 | Restricted Stock Units | $ | A | 5125 | Acquired | 2022-12-31 | Common Stock (5125) | Direct |
| 2021-06-02 | Restricted Stock Units | $ | A | 11015 | Acquired | 2023-12-31 | Common Stock (11015) | Direct |
| 2021-06-02 | Stock Option (Right to Buy) | $38.01 | A | 19606 | Acquired | 2029-05-02 | Common Stock (19606) | Direct |
| 2021-06-02 | Stock Option (Right to Buy) | $36.91 | A | 28611 | Acquired | 2030-04-30 | Common Stock (28611) | Direct |
| 2021-06-02 | Stock Option (Right to Buy) | $36.11 | A | 64433 | Acquired | 2031-05-03 | Common Stock (64433) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 301 | 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: 13,071 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 3, 2022.
F11: 9,537 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.