0001127602-22-024610.txt : 20221101 0001127602-22-024610.hdr.sgml : 20221101 20221101163841 ACCESSION NUMBER: 0001127602-22-024610 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221028 FILED AS OF DATE: 20221101 DATE AS OF CHANGE: 20221101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRAZIER KENNETH C CENTRAL INDEX KEY: 0001181175 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06571 FILM NUMBER: 221351035 MAIL ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Merck & Co., Inc. CENTRAL INDEX KEY: 0000310158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221918501 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 BUSINESS PHONE: 908-740-4000 MAIL ADDRESS: STREET 1: 2000 GALLOPING HILL ROAD CITY: KENILWORTH STATE: NJ ZIP: 07033 FORMER COMPANY: FORMER CONFORMED NAME: Merck & Co. Inc. DATE OF NAME CHANGE: 20091103 FORMER COMPANY: FORMER CONFORMED NAME: SCHERING PLOUGH CORP DATE OF NAME CHANGE: 19920703 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2022-10-28 0000310158 Merck & Co., Inc. MRK 0001181175 FRAZIER KENNETH C MERCK & CO., INC. 126 E. LINCOLN AVENUE RAHWAY NJ 07065 1 1 Executive Chair Common Stock 2022-10-28 4 M 0 567084 0 A 1273367.063 D Common Stock 2022-10-28 4 S 0 75489 99.1516 D 1197878.063 D Common Stock 2022-10-28 4 S 0 313232 100.2539 D 884646.063 D Common Stock 2022-10-28 4 S 0 178363 100.7983 D 706283.063 D Common Stock 2022-10-31 4 M 0 300000 0 A 1006283.063 D Common Stock 2022-10-31 4 S 0 70698 99.8157 D 935585.063 D Common Stock 2022-10-31 4 S 0 229302 101.0341 D 706283.063 D Common Stock - 401(k) Plan 4481.1286 I By 401(k) Stock Option (Right to Buy) 56.49 2022-10-28 4 M 0 567084 0 D 2015-05-09 2024-05-08 Common Stock 567084 0 D Stock Option (Right to Buy) 58.08 2022-10-31 4 M 0 300000 0 D 2016-05-01 2025-04-30 Common Stock 300000 465828 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.6100 to $99.6000, inclusive. The reporting person undertakes to provide to Merck & Co., Inc., anysecurity 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.6400 to $100.6400, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.6500 to $100.9725, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.3300 to $100.3200, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.3600 to $101.3100, 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. Holdings include shares acquired in dividend reinvestment transactions. Includes shares acquired and dividends earned through October 7, 2022 in the Merck U.S. Savings Plan, a 401(k) plan. 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. The option became exercisable in equal installments on 5/9/2015, 5/9/2016 and 5/9/2017. The option became exercisable in equal installments on 5/1/2016, 5/1/2017 and 5/1/2018. /s/ Kelly E. W. Grez as Attorney-in-Fact for Kenneth C. Frazier 2022-11-01