Statement of Changes in Beneficial Ownership (4)
05 Mai 2022 - 11:16PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * LeCointe-Cephas
Lisa |
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)
SVP Chief Ethics & Com
Officer |
(Last)
(First)
(Middle)
MERCK & CO., INC., 2000 GALLOPING HILL ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/3/2022
|
(Street)
KENILWORTH, NJ 07033
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
5/4/2022 |
|
M |
|
813 |
A |
$87.10 |
3942.781 |
D |
|
Common Stock |
5/4/2022 |
|
F |
|
279 |
D |
$87.10 |
3663.781 (1) |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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) |
$87.10 |
5/3/2022 |
|
A |
|
11650 |
|
5/3/2023 (2) |
5/2/2032 |
Common Stock |
11650 |
$0 |
11650 |
D |
|
Restricted Stock Unit |
(3) |
5/3/2022 |
|
A |
|
2067 |
|
5/3/2023 (4) |
5/3/2025 |
Common Stock |
2067 |
$0 |
2067 |
D |
|
Restricted Stock Unit |
(3) |
5/4/2022 |
|
M |
|
|
813 (5) |
5/4/2022 (6) |
5/4/2024 |
Common Stock |
813 |
$0 |
1629 (5) |
D |
|
Explanation of
Responses: |
(1) |
Holdings include shares
acquired in dividend reinvestment transactions. |
(2) |
The option vests and becomes
exercisable in equal installments on 5/3/2023, 5/3/2024 and
5/3/2025. |
(3) |
Each restricted stock unit
represents a contingent right to receive one share of Merck &
Co., Inc. common stock. |
(4) |
These restricted stock units
vest and are distributed as shares of Merck & Co., Inc. common
stock in three equal installments on 5/3/2023, 5/3/2024, and
5/3/2025. |
(5) |
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 restricted
stock unit 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) |
These restricted stock units
vest and are distributed as shares of Merck & Co., Inc. common
stock in three equal installments on 5/4/2022, 5/4/2023 and
5/4/2024. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
LeCointe-Cephas Lisa
MERCK & CO., INC.
2000 GALLOPING HILL ROAD
KENILWORTH, NJ 07033 |
|
|
SVP Chief Ethics & Com
Officer |
|
Signatures
|
/s/ Kelly E. W. Grez as attorney-in-fact for Lisa
LeCointe-Cephas |
|
5/5/2022 |
**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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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