Organon & Co. — Director's Dealing 2021

Jun 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: WALSH MATTHEW M (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-02	Restricted Stock Units	$	A	67033	Acquired	2023-08-05	Common Stock (67033)	Direct
2021-06-02	Restricted Stock Units	$	A	24930	Acquired	2024-05-04	Common Stock (24930)	Direct
2021-06-02	Restricted Stock Units	$	A	33044	Acquired	2023-12-31	Common Stock (33044)	Direct
2021-06-02	Stock Option (Right to Buy)	$36.11	A	193302	Acquired	2031-05-03	Common Stock (193302)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Organon & Co. ("Organon") common stock.

F2: In connection with the separation (the "Separation") of Organon from Merck & Co., Inc. ("Merck"), 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.

F3: These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on August 5, 2021, August 5, 2022 and August 5, 2023.

F4: 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.

F5: 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.

F6: These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2023.

F7: 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.

F8: The option vests and becomes exercisable in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024.