SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MIZELL STEVEN
(Last) (First) (Middle)
MERCK & CO., INC.
126 EAST LINCOLN AVENUE
(Street)
RAHWAY NJ 07065
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Merck & Co., Inc. [ MRK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief HR Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/03/2023 M(1) 13,000 A $77.62 46,085.145 D
Common Stock 05/03/2023 M(1) 15,000 A $75.36 61,085.145 D
Common Stock 05/03/2023 M(1) 12,000 A $73.73 73,085.145 D
Common Stock 05/03/2023 S(1) 13,000 D $119.0086(2) 60,085.145 D
Common Stock 05/03/2023 S(1) 15,000 D $119.0081(3) 45,085.145 D
Common Stock 05/03/2023 S(1) 12,000 D $119.0074(4) 33,085.145 D
Common Stock 05/03/2023 M 12,000 A $75.36 45,085.145 D
Common Stock 05/03/2023 S 13,400 D $119.01 31,685.145 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $77.62(5) 05/03/2023 M 13,000 05/03/2020(6) 05/02/2029 Common Stock 13,000 $0 39,366 D
Stock Option (Right to Buy) $73.73(5) 05/03/2023 M 12,000 05/04/2022(7) 05/03/2031 Common Stock 12,000 $0 54,258 D
Stock Option (Right to Buy) $75.36(5) 05/03/2023 M 15,000 05/01/2021(8) 04/30/2030 Common Stock 15,000 $0 44,151 D
Stock Option (Right to Buy) $75.36(5) 05/03/2023 M 12,000 05/01/2021(8) 04/30/2030 Common Stock 12,000 $0 32,151 D
Explanation of Responses:
1. These exercise and sale transactions were made pursuant to a Rule 10b5-1 trading plan adopted on February 13, 2023.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.0000 to $119.1300, 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.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.0000 to $119.0600, 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.0000 to $119.0800, 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.
5. 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.
6. The option vests and becomes exercisable in three equal installments on 5/3/2020, 5/3/2021 and 5/3/2022.
7. The option vests and becomes exercisable in three equal installments on 5/4/2022, 5/4/2023 and 5/4/2024.
8. The option vests and becomes exercisable in three equal installments on 5/1/2021, 5/1/2022 and 5/1/2023.
/s/ Kelly E. W. Grez as Attorney-in-Fact for Steven C. Mizell 05/05/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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