SEC Form 4 · accession 0001225208-15-016368
Merck & Co., Inc. · MRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clark Golestani
Officer — EVP & Chief Info Officer
Period of report
Jul 31, 2015
Accepted (ET)
Aug 4, 2015 · 2:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000310158
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jul 31, 2015 | M | 14,260 | $39.29 | A | 22,712 | D | |
| Common Stock | Jul 31, 2015 | M | 8,085 | $36.56 | A | 30,797 | D | |
| Common Stock | Jul 31, 2015 | M | 5,200 | $44.30 | A | 35,997 | D | |
| Common Stock | Jul 31, 2015 | M | 3,120 | $44.19 | A | 39,117 | D | |
| Common Stock | Jul 31, 2015 | M | 2,602 | $33.49 | A | 41,719 | D | |
| Common Stock | Jul 31, 2015 | M | 2,275 | $45.85 | A | 43,994 | D | |
| Common Stock | Jul 31, 2015 | S | 16 | $58.98 | D | 43,978 | D | |
| Common Stock | Jul 31, 2015 | S | 838 | $58.9759 | D | 43,140 | D | |
| Common Stock | Jul 31, 2015 | S | 912 | $58.977 | D | 42,228 | D | |
| Common StockF1,F2 | Jul 31, 2015 | S | 30,065 | $59.0937 | D | 12,163 | D | |
| Common Stock - 401(k) PlanF3 | holding | — | — | — | 8,951 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $44.30 | Jul 31, 2015 | M | 5,200 | D | Feb 28, 2009 | Feb 28, 2018 | Common Stock | 5,200 | 0 | D |
| Stock Option (right to buy)F5 | $44.19 | Jul 31, 2015 | M | 3,120 | D | Mar 2, 2008 | Mar 1, 2017 | Common Stock | 3,120 | 0 | D |
| Stock Option (right to buy)F6 | $39.29 | Jul 31, 2015 | M | 14,260 | D | May 2, 2013 | May 1, 2022 | Common Stock | 14,260 | 0 | D |
| Stock Option (right to buy)F7 | $36.56 | Jul 31, 2015 | M | 8,085 | D | May 4, 2012 | May 3, 2021 | Common Stock | 8,085 | 0 | D |
| Stock Option (right to buy)F8 | $33.49 | Jul 31, 2015 | M | 2,602 | D | May 7, 2011 | May 6, 2020 | Common Stock | 2,602 | 0 | D |
| Stock Option (right to buy)F9 | $45.85 | Jul 31, 2015 | M | 2,275 | D | Nov 1, 2007 | Oct 31, 2016 | Common Stock | 2,275 | 0 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.0600 to $59.1250, 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.
- F2Since the date of the reporting person's last ownership report, Mr. Golestani transferred 953 shares of common stock of Merck & Co., Inc. to his former spouse pursuant to a domestic relations order. Holding also include shares acquired in dividend reinvestment transactions.
- F3Includes shares acquired and dividends earned through July 8, 2015, in the Merck U.S. Savings Plan, a 401(k) plan.
- F4The option became exercisable in equal installments on 2/28/2009, 2/28/2010 and 2/28/2011.
- F5The option became exercisable in equal installments on 3/2/2008, 3/2/2009 and 3/2/2010.
- F6The option became exercisable in equal installments on 5/2/2013, 5/2/2014 and 5/2/2015.
- F7The option became exercisable in equal installments on 5/4/2012, 5/4/2013, 5/4/2014.
- F8The option became exercisable in equal installments on 5/7/2011, 5/7/2012 and 5/7/2013.
- F9The option became exercisable in equal installments on 11/1/2007, 11/1/2008 and 11/1/2009.