Michael Nally Form 3/A Merck & Co. / Michael Nally ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Nally Michael

(Last) (First) (Middle)

MERCK & CO., INC.

2000 GALLOPING HILL ROAD

(Street)

KENILWORTH NJ 07033

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Marketing Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/10/2019

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100(1)	D
Common Stock - 401(k) Plan	1,365.9535(2)	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	05/04/2019(3)	05/04/2021	Common Stock	3,896	(4)	D
Restricted Stock Unit	05/10/2019	05/10/2019	Common Stock	1,811	(4)	D
Restricted Stock Unit	10/30/2019(5)	10/30/2021	Common Stock	6,862	(4)	D
Restricted Stock Unit	05/05/2020	05/05/2020	Common Stock	2,345	(4)	D
Stock Option (right to buy)	05/10/2017(6)	05/09/2026	Common Stock	7,471	54.68	D
Stock Option (right to buy)	05/04/2019(7)	05/03/2028	Common Stock	27,447	57.75	D
Stock Option (right to buy)	05/05/2018(8)	05/04/2027	Common Stock	14,266	63.97	D

Explanation of Responses:

1. The original Form 3, filed on January 10, 2019, is being amended by this Form 3 amendment solely to correct the total number of shares beneficially owned by the reporting person to include 100 shares of Merck common stock held in a joint account with the reporting person and the reporting person's parent.

2. Includes shares acquired and dividends earned through January 1, 2019, in the Merck U.S. Savings Plan, a 401(k) plan.

3. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 5/4/2019, 5/4/2020 and 5/4/2021.

4. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. common stock.

5. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 10/30/2019, 10/30/2020 and 10/30/2021.

6. The option vests and becomes exercisable in three equal installments on 5/10/2017, 5/10/2018 and 5/10/2019.

7. The option vests and becomes exercisable in three equal installments on 5/4/2019, 5/4/2020 and 5/4/2021.

8. The option vests and becomes exercisable in three equal installments on 5/5/2018, 5/5/19 and 5/5/2020.

	Faye C. Brown as Attorney-in-Fact for Michael Nally	05/07/2019
	** 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 5 (b)(v).
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