Sec Form 4 Filing - Ritter Geralyn S @ Organon & Co. - 2021-06-02

Insider filing report for Changes in Beneficial Ownership
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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
Ritter Geralyn S
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)
Hd of Ext. Affairs and ESG
(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
Common Stock 252 ( 1 ) D
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 ( 2 ) 06/02/2021 A( 3 ) 684 05/03/2022 05/03/2022 Common Stock 684 $ 0 684 D
Restricted Stock Units ( 2 ) 06/02/2021 A( 3 ) 1,951 05/01/2022( 4 ) 05/01/2023 Common Stock 1,951 $ 0 1,951 D
Restricted Stock Units ( 2 ) 06/02/2021 A( 3 ) 5,818 05/04/2022( 5 ) 05/04/2024 Common Stock 5,818 $ 0 5,818 D
Restricted Stock Units ( 2 ) 06/02/2021 A( 6 ) 3,776 12/31/2021 12/31/2021 Common Stock 3,776 $ 0 3,776 D
Restricted Stock Units ( 2 ) 06/02/2021 A( 6 ) 4,102 12/31/2022( 7 ) 12/31/2022 Common Stock 4,102 $ 0 4,102 D
Restricted Stock Units ( 2 ) 06/02/2021 A( 6 ) 7,710 12/31/2023( 8 ) 12/31/2023 Common Stock 7,710 $ 0 7,710 D
Stock Option (Right to Buy) $ 27.67 06/02/2021 A( 9 ) 23,170 06/02/2021 05/01/2024 Common Stock 23,170 $ 0 23,170 D
Stock Option (Right to Buy) $ 28.44 06/02/2021 A( 9 ) 52,132 06/02/2021 04/30/2025 Common Stock 52,132 $ 0 52,132 D
Stock Option (Right to Buy) $ 25.98 06/02/2021 A( 9 ) 21,835 06/02/2021 05/09/2026 Common Stock 21,835 $ 0 21,835 D
Stock Option (Right to Buy) $ 27.44 06/02/2021 A( 9 ) 16,022 06/02/2021 05/03/2028 Common Stock 16,022 $ 0 16,022 D
Stock Option (Right to Buy) $ 38.01 06/02/2021 A( 9 ) 15,446 05/03/2022( 10 ) 05/02/2029 Common Stock 15,446 $ 0 15,446 D
Stock Option (Right to Buy) $ 36.91 06/02/2021 A( 9 ) 22,887 05/01/2022( 11 ) 04/30/2030 Common Stock 22,887 $ 0 22,887 D
Stock Option (Right to Buy) $ 36.11 06/02/2021 A( 9 ) 45,104 05/04/2022( 12 ) 05/03/2031 Common Stock 45,104 $ 0 45,104 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ritter Geralyn S
C/O ORGANON & CO.
30 HUDSON STREET, FLOOR 33
JERSEY CITY, NJ07302
Hd of Ext. Affairs and ESG
Signatures
/s/ Faye C. Brown, as Attorney-in-Fact for Geralyn S. Ritter 06/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired in a pro rata distribution by Merck & Co., Inc. ("Merck") of shares of Organon & Co. ("Organon") in connection with the separation of Organon from Merck (the "Separation").
( 2 )Each restricted stock unit represents a contingent right to receive one share of Organon common stock.
( 3 )In connection with the Separation, 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.
( 4 )These restricted stock units vest and are distributed as shares of Organon common stock in two equal installments on May 1, 2022 and May 1, 2023.
( 5 )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.
( 6 )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.
( 7 )These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2022.
( 8 )These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on December 31, 2023.
( 9 )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.
( 10 )10,296 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 3, 2022.
( 11 )7,627 shares underlying the option are fully vested. The remaining shares vest and become exercisable in two equal installments on May 1, 2022 and May 1, 2023.
( 12 )The option vests and becomes exercisable in three equal installments on May 4, 2022, May 4, 2023 and May 4, 2024.

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).

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