Sec Form 4 Filing - WALSH MATTHEW M @ Organon & Co. - 2021-06-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WALSH MATTHEW M 2. Issuer Name and Ticker or Trading Symbol Organon & Co. [ OGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O ORGANON & CO., 30 HUDSON STREET, FLOOR 33 3. Date of Earliest Transaction (MM/DD/YY) 06/02/2021 (Street) JERSEY CITY, NJ07302 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Units ( 1 ) 06/02/2021 A( 2 ) 67,033 08/05/2021( 3 ) 08/05/2023 Common Stock 67,033 $ 0 67,033 D Restricted Stock Units ( 1 ) 06/02/2021 A( 2 ) 24,930 05/04/2022( 4 ) 05/04/2024 Common Stock 24,930 $ 0 24,930 D Restricted Stock Units ( 1 ) 06/02/2021 A( 5 ) 33,044 12/31/2023( 6 ) 12/31/2023 Common Stock 33,044 $ 0 33,044 D Stock Option (Right to Buy) $ 36.11 06/02/2021 A( 7 ) 193,302 05/04/2022( 8 ) 05/03/2031 Common Stock 193,302 $ 0 193,302 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WALSH MATTHEW M C/O ORGANON & CO. 30 HUDSON STREET, FLOOR 33 JERSEY CITY, NJ07302 Chief Financial Officer Signatures /s/ Faye C. Brown, as Attorney-in-Fact for Matthew M. Walsh 06/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of Organon & Co. ("Organon") common stock. ( 2 )In connection with the separation (the "Separation") of Organon from Merck & Co., Inc. ("Merck"), each outstanding Merck restricted stock unit award was converted into a restricted stock unit award denominated in shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck restricted stock unit award. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations. ( 3 )These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on August 5, 2021, August 5, 2022 and August 5, 2023. ( 4 )These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024. ( 5 )In connection with the Separation, each outstanding Merck performance stock unit award was converted into a restricted stock unit award denominated in shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck performance stock unit award. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations. ( 6 )These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2023. ( 7 )In connection with the Separation, each outstanding Merck stock option was converted into an award of options to purchase shares of Organon common stock pursuant to the terms of the employee matters agreement between Merck and Organon. The number of shares and exercise price of each option award was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Merck stock option. The value reflects Organon's best estimate of the numbers using the currently available information and may be subject to adjustment following finalization of calculations. ( 8 )The option vests and becomes exercisable in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024.

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