Merck & Co. Form 3 / Dalton Smart 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^*

Smart Dalton

(Last)

(First)

(Middle)

126 EAST LINCOLN AVENUE

(Street)

RAHWAY

07065

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/04/2023

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)
SVP Fin. - Global Controller

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	6.245⁽¹⁾	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)
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)
Restricted Stock Unit	05/02/2024⁽²⁾	05/02/2026	Common Stock	1,145	⁽³⁾	D
Restricted Stock Unit	05/03/2024⁽⁴⁾	05/03/2025	Common Stock	1,034	⁽³⁾	D
Restricted Stock Unit	05/03/2024⁽⁴⁾	05/03/2025	Common Stock	3,062	⁽³⁾	D
Restricted Stock Unit	05/04/2024⁽⁵⁾	05/04/2024	Common Stock	612	⁽³⁾	D
Stock Option (Right to Buy)	05/01/2016⁽⁶⁾	04/30/2025	Common Stock	5,000	58.08	D
Stock Option (Right to Buy)	05/05/2018⁽⁷⁾	05/04/2027	Common Stock	12,130	62.07	D
Stock Option (Right to Buy)	05/04/2019⁽⁸⁾	05/03/2028	Common Stock	12,447	56.04	D
Stock Option (Right to Buy)	05/03/2020⁽⁹⁾	05/02/2029	Common Stock	9,600	77.62	D
Stock Option (Right to Buy)	05/01/2021⁽¹⁰⁾	04/30/2030	Common Stock	13,542	75.36	D
Stock Option (Right to Buy)	05/04/2022⁽¹¹⁾	05/03/2031	Common Stock	14,198	73.73	D
Stock Option (Right to Buy)	05/03/2023⁽¹²⁾	05/02/2032	Common Stock	8,738	87.1	D
Stock Option (Right to Buy)	05/02/2024⁽¹³⁾	05/01/2033	Common Stock	6,224	117.89	D

Explanation of Responses:

1. Holdings include shares acquired in dividend reinvestment transactions.

2. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 5/2/2024, 5/2/2025 and 5/2/2026.

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

4. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in two equal installments on 5/3/2024 and 5/3/2025.

5. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock on 5/4/2024.

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

7. The option became exercisable in equal installments on 5/5/2018, 5/5/2019 and 5/5/2020.

8. The option became exercisable in equal installments on 5/4/2019, 5/4/2020 and 5/4/2021.

9. The option became exercisable in equal installments on 5/3/2020, 5/3/2021 and 5/3/2022.

10. The option became exercisable in equal installments on 5/1/2021, 5/1/2022 and 5/1/2023.

11. The option vests and becomes exercisable in equal installments on 5/4/2022, 5/4/2023 and 5/4/2024.

12. The option vests and becomes exercisable in equal installments on 5/3/2023, 5/3/2024 and 5/3/2025.

13. The option vests and becomes exercisable in equal installments on 5/2/2024, 5/2/2025 and 5/2/2026.

Remarks:

See Exhibit 24 - Power of Attorney

	/s/ Kelly E. W. Grez, attorney-in-fact for Dalton Smart	12/13/2023
	** 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).
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.

Merck & Co. (MRK) Form 3Merck & Co. / Dalton Smart ownership change