0001127602-23-014764.txt : 20230505 0001127602-23-014764.hdr.sgml : 20230505 20230505171927 ACCESSION NUMBER: 0001127602-23-014764 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230503 FILED AS OF DATE: 20230505 DATE AS OF CHANGE: 20230505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MIZELL STEVEN CENTRAL INDEX KEY: 0001189403 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06571 FILM NUMBER: 23895043 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 X0407 4 2023-05-03 0000310158 Merck & Co., Inc. MRK 0001189403 MIZELL STEVEN MERCK & CO., INC. 126 EAST LINCOLN AVENUE RAHWAY NJ 07065 1 EVP, Chief HR Officer 1 Common Stock 2023-05-03 4 M 0 13000 77.62 A 46085.145 D Common Stock 2023-05-03 4 M 0 15000 75.36 A 61085.145 D Common Stock 2023-05-03 4 M 0 12000 73.73 A 73085.145 D Common Stock 2023-05-03 4 S 0 13000 119.0086 D 60085.145 D Common Stock 2023-05-03 4 S 0 15000 119.0081 D 45085.145 D Common Stock 2023-05-03 4 S 0 12000 119.0074 D 33085.145 D Common Stock 2023-05-03 4 M 0 12000 75.36 A 45085.145 D Common Stock 2023-05-03 4 S 0 13400 119.01 D 31685.145 D Stock Option (Right to Buy) 77.62 2023-05-03 4 M 0 13000 0 D 2020-05-03 2029-05-02 Common Stock 13000 39366 D Stock Option (Right to Buy) 73.73 2023-05-03 4 M 0 12000 0 D 2022-05-04 2031-05-03 Common Stock 12000 54258 D Stock Option (Right to Buy) 75.36 2023-05-03 4 M 0 15000 0 D 2021-05-01 2030-04-30 Common Stock 15000 44151 D Stock Option (Right to Buy) 75.36 2023-05-03 4 M 0 12000 0 D 2021-05-01 2030-04-30 Common Stock 12000 32151 D These exercise and sale transactions were made pursuant to a Rule 10b5-1 trading plan adopted on February 13, 2023. 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. 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. 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. 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 vests and becomes exercisable in three equal installments on 5/3/2020, 5/3/2021 and 5/3/2022. The option vests and becomes exercisable in three equal installments on 5/4/2022, 5/4/2023 and 5/4/2024. 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 2023-05-05