Form 3 Merck & Co., Inc. For: Aug 03 Filed by: Williams David Michael

August 13, 2020 4:09 PM
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 *
Williams David 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)
08/03/2020
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 Info&Digital 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 2,492.883 (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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit 05/04/2019 (2) 05/04/2021 Common Stock 417 (3) D
Restricted Stock Unit 05/03/2020 (4) 05/03/2022 Common Stock 826 (3) D
Restricted Stock Unit 02/10/2021 (5) 02/10/2023 Common Stock 3,502 (3) D
Restricted Stock Unit 05/01/2021 (6) 05/01/2023 Common Stock 1,680 (3) D
Stock Option (Right to Buy) 05/04/2019 (7) 05/03/2028 Common Stock 5,856 57.75 D
Stock Option (Right to Buy) 05/03/2020 (8) 05/02/2029 Common Stock 9,315 80 D
Stock Option (Right to Buy) 05/01/2021 (9) 04/30/2030 Common Stock 13,139 77.67 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 5/4/2019, 5/4/2020 and 5/4/2021.
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 three equal installments on 5/3/2020, 5/3/2021 and 5/3/2022.
5. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 2/10/2021, 2/10/2022 and 2/10/2023.
6. These restricted stock units vest and are distributed as shares of Merck & Co., Inc. common stock in three equal installments on 5/1/2021, 5/1/2022 and 5/1/2023.
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 5/3/2020, 5/3/2021 and 5/3/2022.
9. The option vests and becomes exercisable in three equal installments on 5/1/2021, 5/1/2022 and 5/1/2023.
Remarks:
See Exhibit 99 - Power of Attorney
/s/ Faye C. Brown as Attorney-in-Fact for David Michael Williams 08/13/2020
** 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 4 (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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POWER OF ATTORNEY

Know all by these presents that, the undersigned hereby constitutes and
appoints each of Faye C. Brown, Jon Filderman, Kelly Grez and Courtney
Ausfahl, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer of Merck & Co., Inc. (the "Company"), Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Forms 3, 4 or 5, complete and execute any amendment or amendments
thereto, and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 4th day of August 2020.

					/s/ David Williams

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