Filing Details
- Accession Number:
- 0001127602-23-012932
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-04-14 16:34:38
- Reporting Period:
- 2023-04-13
- Accepted Time:
- 2023-04-14 16:34:38
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 310158 | Merck & Co. Inc. | MRK | Pharmaceutical Preparations (2834) | 221918501 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1670690 | Sanat Chattopadhyay | Merck &Amp; Co., Inc. 126 East Lincoln Avenue Rahway NJ 07065 | Exe V-P & Pres. Mmd | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2023-04-13 | 67,892 | $56.04 | 67,892 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2023-04-13 | 66,163 | $62.07 | 134,055 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2023-04-13 | 66,163 | $115.06 | 67,892 | No | 4 | S | Direct | |
| Common Stock | Disposition | 2023-04-13 | 67,892 | $115.07 | 0 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Stock Option (Right to Buy) | Disposition | 2023-04-13 | 67,892 | $0.00 | 67,892 | $56.04 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2023-04-13 | 66,163 | $0.00 | 66,163 | $62.07 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2019-05-04 | 2028-05-03 | No | 4 | M | Direct |
| 0 | 2018-05-05 | 2027-05-04 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 37,873 | Indirect | By GRAT 2021 |
| Common Stock | 45,608 | Indirect | By GRAT 2022 |
| Common Stock | 46,995 | Indirect | By GRAT 2023 |
Footnotes
- The exercise and sale transactions reported in this Form 4 are made pursuant to a Rule 10b5-1 trading plan.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.0000 to $115.1900, 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 $115.0000 to $115.3300, 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 reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay 2021 Grantor Retained Annuity Trust.
- The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay 2022 Grantor Retained Annuity Trust.
- The reporting person serves as the sole trustee of, and maintains complete investment control over, the Sanat Chattopadhyay 2023 Grantor Retained Annuity Trust.
- 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 5/4/2019, 5/4/2020, and 5/4/2021.
- The option became exercisable in equal installments on 5/5/2018, 5/5/2019 and 5/5/2020.
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