Frank Clyburn Form 3 Merck & Co. / Frank Clyburn 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^*

Clyburn Frank

(Last)

(First)

(Middle)

MERCK & CO., INC.

2000 GALLOPING HILL ROAD

(Street)

KENILWORTH

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 Commercial Officer

5. 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 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	61,724.941⁽¹⁾	D
Common Stock - 401(k) Plan	1,395.4461⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Phantom Stock	⁽³⁾	⁽⁴⁾	Common Stock	2,059.836⁽¹⁾	⁽⁵⁾	D
Restricted Stock Unit	05/04/2019⁽⁶⁾	05/04/2021	Common Stock	5,714	⁽⁷⁾	D
Restricted Stock Unit	05/05/2020	05/05/2020	Common Stock	3,752	⁽⁷⁾	D
Restricted Stock Unit	05/10/2019	05/10/2019	Common Stock	4,389	⁽⁷⁾	D
Restricted Stock Unit	10/30/2019⁽⁸⁾	10/30/2021	Common Stock	6,862	⁽⁷⁾	D
Stock Option (right to buy)	05/02/2013⁽⁹⁾	05/01/2022	Common Stock	43,876	39.29	D
Stock Option (right to buy)	05/06/2014⁽¹⁰⁾	05/05/2023	Common Stock	38,647	44.98	D
Stock Option (right to buy)	05/10/2017⁽¹¹⁾	05/09/2026	Common Stock	54,329	54.68	D
Stock Option (right to buy)	05/04/2019⁽¹²⁾	05/03/2028	Common Stock	40,255	57.75	D
Stock Option (right to buy)	05/02/2015⁽¹³⁾	05/01/2024	Common Stock	38,514	58.22	D
Stock Option (right to buy)	02/09/2016⁽¹⁴⁾	02/08/2025	Common Stock	5,500	58.33	D
Stock Option (right to buy)	05/01/2016⁽¹⁵⁾	04/30/2025	Common Stock	43,344	59.86	D
Stock Option (right to buy)	05/05/2018⁽¹⁶⁾	05/04/2027	Common Stock	34,237	63.97	D

Explanation of Responses:

1. Holdings include shares acquired in dividend reinvestment transactions.

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

3. The Merck & Co., Inc. Deferral Program includes the right of redesignation to other investement measures within the Program.

4. Distributions of phantom stock are made in shares of Common Stock of Merck & Co., Inc., with cash payable for partial shares, in accordance with a distribution schedule elected by the reporting person. This distribution is subject to conditions and limitations of the Merck & Co., Inc. Deferral Program.

5. 1-for-1

6. 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.

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

8. 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.

9. The option became exercisable in equal installments on 5/2/2013, 5/2/2014 and 5/2/2015.

10. The option became exercisable in equal installments on 5/6/2014, 5/6/2015 and 5/6/2016.

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

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

13. The option became exercisable in equal installments on 5/2/2015, 5/2/2016 and 5/2/2017.

14. The option became exercisable in equal installments on 2/9/2016, 2/9/2017 and 2/9/2018.

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

16. The option vests and becomes exercisable in three equal installments on 5/5/2018, 5/5/2019 and 5/5/2020.

Remarks:

clyburnpoa.txt

	Faye C. Brown as Attorney-in-Fact for Frank Clyburn	01/10/2019
	** 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).
** 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 Number.

Frank Clyburn Form 3Merck & Co. / Frank Clyburn ownership change