Kirke Weaver Form 3 Organon & Co. / Kirke Weaver 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^*

Weaver Kirke

(Last) (First) (Middle)

C/O ORGANON & CO.

30 HUDSON STREET, FLOOR 33

(Street)

JERSEY CITY NJ 07302

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

3. Issuer Name and Ticker or Trading Symbol
Organon & Co. [ OGN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Gen. Counsel & Corp. Secy.

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	2,296	D

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 Units	02/28/2023(1)(2)	02/28/2023	Common Stock	4,616	(3)	D
Restricted Stock Units	05/01/2023(4)	05/01/2023	Common Stock	1,099	(3)	D
Restricted Stock Units	02/28/2024(1)(5)	02/28/2024	Common Stock	4,957	(3)	D
Restricted Stock Units	05/04/2023(6)	05/04/2024	Common Stock	2,494	(3)	D
Restricted Stock Units	03/31/2023(7)	03/31/2025	Common Stock	22,257	(3)	D
Stock Option (Right to Buy)	05/04/2021	05/03/2028	Common Stock	18,486	27.44	D
Stock Option (Right to Buy)	05/03/2022	05/02/2029	Common Stock	19,606	38.01	D
Stock Option (Right to Buy)	(8)	04/30/2030	Common Stock	25,748	36.91	D
Stock Option (Right to Buy)	(9)	05/03/2031	Common Stock	28,996	36.11	D

Explanation of Responses:

1. In connection with the separation of Organon & Co. ("Organon") from Merck & Co., Inc. ("Merck"), 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.

2. 183 restricted stock units underlying this grant vested on December 31, 2022 and will be distributed as shares of Organon common stock on February 28, 2023. The remaining restricted stock units vest and are distributed as shares of Organon common stock in a single installment on February 28, 2023.

3. Each restricted stock unit represents a contingent right to receive one share of Organon common stock.

4. These restricted stock units vest and are distributed as shares of Organon common stock in a single installment on May 1, 2023.

5. 42 restricted stock units underlying this grant vest on December 31, 2023 and will be distributed as shares of Organon common stock on February 28, 2024. The remaining restricted stock units vest and are distributed as shares of Organon common stock in a single installment on February 28, 2024.

6. These restricted stock units vest and are distributed as shares of Organon common stock in two equal installments on May 4, 2023, and May 4, 2024.

7. These restricted stock units vest and are distributed as shares of Organon common stock in three equal installments on March 31, 2023; March 31, 2024; and March 31, 2025.

8. 17,162 shares underlying the option are fully vested. The remaining shares vest and become exercisable on May 1, 2023.

9. 9,665 shares underlying the option are fully vested. The remaining shares vest and become exercisable in two equal installments on May 4, 2023, and May 4, 2024.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Tarnetta Jones, as Attorney-in-fact for Kirke Weaver	01/10/2023
	** 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).
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