Kenneth C Frazier Form 4 Merck & Co. / KENNETH C FRAZIER ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

FRAZIER KENNETH C

(Last) (First) (Middle)

MERCK & CO., INC.

126 E. LINCOLN AVENUE

(Street)

RAHWAY NJ 07065

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Merck & Co., Inc. [ MRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/28/2022		M		567,084	A	$0	1,273,367.063	D
Common Stock	10/28/2022		S		75,489	D	$99.1516(1)	1,197,878.063	D
Common Stock	10/28/2022		S		313,232	D	$100.2539(2)	884,646.063	D
Common Stock	10/28/2022		S		178,363	D	$100.7983(3)	706,283.063	D
Common Stock	10/31/2022		M		300,000	A	$0	1,006,283.063	D
Common Stock	10/31/2022		S		70,698	D	$99.8157(4)	935,585.063	D
Common Stock	10/31/2022		S		229,302	D	$101.0341(5)	706,283.063(6)	D
Common Stock - 401(k) Plan								4,481.1286(7)	I	By 401(k)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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)	$56.49(8)	10/28/2022		M			567,084	05/09/2015(9)	05/08/2024	Common Stock	567,084	$0	0(8)	D
Stock Option (Right to Buy)	$58.08(8)	10/31/2022		M			300,000	05/01/2016(10)	04/30/2025	Common Stock	300,000	$0	465,828(8)	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.6100 to $99.6000, inclusive. The reporting person undertakes to provide to Merck & Co., Inc., anysecurity 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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.6400 to $100.6400, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.6500 to $100.9725, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.3300 to $100.3200, 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.3600 to $101.3100, 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.

6. Holdings include shares acquired in dividend reinvestment transactions.

7. Includes shares acquired and dividends earned through October 7, 2022 in the Merck U.S. Savings Plan, a 401(k) plan.

8. 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.

9. The option became exercisable in equal installments on 5/9/2015, 5/9/2016 and 5/9/2017.

10. The option became exercisable in equal installments on 5/1/2016, 5/1/2017 and 5/1/2018.

	/s/ Kelly E. W. Grez as Attorney-in-Fact for Kenneth C. Frazier	11/01/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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