0001127602-22-024871.txt : 20221103 0001127602-22-024871.hdr.sgml : 20221103 20221103160611 ACCESSION NUMBER: 0001127602-22-024871 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221101 FILED AS OF DATE: 20221103 DATE AS OF CHANGE: 20221103 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: 221357931 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 2022-11-01 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 2022-11-01 4 M 0 300000 0 A 1006283.063 D Common Stock 2022-11-01 4 S 0 202319 99.6065 D 803964.063 D Common Stock 2022-11-01 4 S 0 96981 100.2242 D 706983.063 D Common Stock 2022-11-01 4 S 0 700 101.0471 D 706283.063 D Common Stock 2022-11-01 5 G 0 E 1710 0 D 704573.063 D Common Stock 2022-11-01 5 G 0 E 2450 0 D 702123.063 D Common Stock 2022-11-01 5 G 0 E 1470 0 D 700653.063 D Common Stock 2022-11-02 4 M 0 165828 0 A 866481.063 D Common Stock 2022-11-02 4 M 0 134172 0 A 1000653.063 D Common Stock 2022-11-02 4 S 0 205661 99.6791 D 794992.063 D Common Stock 2022-11-02 4 S 0 94339 100.4011 D 700653.063 D Common Stock - 401(k) Plan 4481.1286 I By 401(k) Stock Option (Right to Buy) 58.08 2022-11-01 4 M 0 300000 0 D 2016-05-01 2025-04-30 Common Stock 300000 165828 D Stock Option (Right to Buy) 58.08 2022-11-02 4 M 0 165828 0 D 2016-05-01 2025-04-30 Common Stock 165828 0 D Stock Option (Right to Buy) 53.06 2022-11-02 4 M 0 134172 0 D 2017-05-10 2026-05-09 Common Stock 134172 705769 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.9700 to $99.9700, 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 $99.9800 to $100.9800, 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 $101.0300 to $101.0700, 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 $99.0000 to $100.0000, 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 $100.0100 to $101.0100, 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. The option became exercisable in equal installments on 5/1/2016, 5/1/2017 and 5/1/2018. 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 5/10/2017, 5/10/2018 and 5/10/2019. /s/ Kelly E. W. Grez as Attorney-in-Fact for Kenneth C. Frazier 2022-11-03