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Merck & Co., Inc.

Disclosed activity across 10 companies

Tapewire entity
2807
SEC CIK
0000310158

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
ARQULE INCARQL · Entity 1192710% ownerDecember 06, 2019December 16, 2019
BeOne Medicines Ltd.BGNE · Entity 216810% ownerFebruary 08, 2016February 10, 2016
NGM BIOPHARMACEUTICALS INCNGM · Entity 1199710% ownerApril 08, 2019April 09, 2019
Pandion Therapeutics, Inc.PAND · Entity 1178810% ownerFebruary 24, 2021March 04, 2021
Personalis, Inc.PSNL · Entity 457210% ownerDecember 19, 2024December 23, 2024
SUTRO BIOPHARMA, INC.STRO · Entity 579710% ownerOctober 01, 2018October 02, 2018
Yarrow Bioscience, Inc.MNLO · Entity 687110% ownerJanuary 24, 2018January 25, 2018

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

ARQULE INC

Report date December 06, 2019 · Filed December 16, 2019

Jointly reported with Merck Sharp & Dohme Corp.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.01SEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance Holding disclosure · report date 2019-12-06 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 0

F1: This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Argon Merger Sub, Inc. ("Purchaser") into Support Agreements (each, a "Support Agreement") with certain stockholders of ArQule, Inc. ("ArQule"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 6, 2019, by and among the Parent, Purchaser and ArQule. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on December 16, 2019 (the "Schedule 13D").

F2: Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 17,481,903 shares, which represent approximately 12.6% of ArQule's total outstanding shares as of the close of business on December 5, 2019, based on the representations made by ArQule in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

F4: Generally, upon the exercise of any security convertible or exchangeable for any ArQule common stock by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

Stock Option (right to buy)SEC Table II · derivative / convertible securityIndirectSee FootnotesNot disclosed Reported balance Holding disclosure · report date 2019-12-06 · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · Balance Not disclosed

F1: This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Argon Merger Sub, Inc. ("Purchaser") into Support Agreements (each, a "Support Agreement") with certain stockholders of ArQule, Inc. ("ArQule"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 6, 2019, by and among the Parent, Purchaser and ArQule. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on December 16, 2019 (the "Schedule 13D").

F2: Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 17,481,903 shares, which represent approximately 12.6% of ArQule's total outstanding shares as of the close of business on December 5, 2019, based on the representations made by ArQule in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

F4: Generally, upon the exercise of any security convertible or exchangeable for any ArQule common stock by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

Common Stock Warrants (right to buy)SEC Table II · derivative / convertible securityIndirectSee FootnotesNot disclosed Reported balance Holding disclosure · report date 2019-12-06 · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · Balance Not disclosed

F1: This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Argon Merger Sub, Inc. ("Purchaser") into Support Agreements (each, a "Support Agreement") with certain stockholders of ArQule, Inc. ("ArQule"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 6, 2019, by and among the Parent, Purchaser and ArQule. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on December 16, 2019 (the "Schedule 13D").

F2: Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 17,481,903 shares, which represent approximately 12.6% of ArQule's total outstanding shares as of the close of business on December 5, 2019, based on the representations made by ArQule in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

F4: Generally, upon the exercise of any security convertible or exchangeable for any ArQule common stock by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

Filing footnotes · ownership attribution and instrument terms

F1: This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Argon Merger Sub, Inc. ("Purchaser") into Support Agreements (each, a "Support Agreement") with certain stockholders of ArQule, Inc. ("ArQule"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 6, 2019, by and among the Parent, Purchaser and ArQule. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on December 16, 2019 (the "Schedule 13D").

F2: Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 17,481,903 shares, which represent approximately 12.6% of ArQule's total outstanding shares as of the close of business on December 5, 2019, based on the representations made by ArQule in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

F4: Generally, upon the exercise of any security convertible or exchangeable for any ArQule common stock by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

BeOne Medicines Ltd.

Report date February 08, 2016 · Filed February 10, 2016

Jointly reported with Merck Sharp & Dohme Corp., Merck Sharp & Dohme Research GmbH

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Ordinary SharesSEC Table I · non-derivativeIndirectVia wholly owned subsidiary, MSDRG18,518,519 Reported balance After 2016-02-08 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2016-02-08 · Conversion · Acquired 18,518,519 · Balance 18,518,519

F1: The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.

F2: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Ordinary SharesSEC Table I · non-derivativeIndirectVia wholly owned subsidiary, MSDRG5,128,205 Reported balance After 2016-02-08 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2016-02-08 · Conversion · Acquired 5,128,205 · Balance 5,128,205

F3: The Series A-2 Preferred Shares (the "Series A-2 Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A-2 Shares did not have an expiration date.

F2: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Ordinary SharesSEC Table I · non-derivativeIndirectVia wholly owned subsidiary, MSDRG7,942,314 Reported balance After 2016-02-08 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2016-02-08 · Other · Acquired 7,942,314 · Balance 7,942,314

F4: The 7,942,314 Ordinary Shares were issued to MSDRG in exchange for the cancellation of MSDRG's promissory note plus accrued and unpaid interest thereon (together, $14,693,281)(the "Note Exchange Amount") upon the closing of the initial public offering of the Issuer. The number of shares issued was determined by dividing the Note Exchange Amount by the initial public offering share price of $1.85.

F2: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Series A Preferred SharesSEC Table II · derivative / convertible securityIndirectVia wholly owned subsidiary, MSDRG0 Reported balance After 2016-02-08 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2016-02-08 · Conversion · Disposed 18,518,519 · Balance 0

F1: The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.

F2: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Series A-2 Preferred SharesSEC Table II · derivative / convertible securityIndirectVia wholly owned subsidiary, MSDRG0 Reported balance After 2016-02-08 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2016-02-08 · Conversion · Disposed 5,128,205 · Balance 0

F2: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

F1: The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.

F3: The Series A-2 Preferred Shares (the "Series A-2 Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A-2 Shares did not have an expiration date.

Filing footnotes · ownership attribution and instrument terms

F1: The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.

F2: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

F3: The Series A-2 Preferred Shares (the "Series A-2 Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A-2 Shares did not have an expiration date.

F4: The 7,942,314 Ordinary Shares were issued to MSDRG in exchange for the cancellation of MSDRG's promissory note plus accrued and unpaid interest thereon (together, $14,693,281)(the "Note Exchange Amount") upon the closing of the initial public offering of the Issuer. The number of shares issued was determined by dividing the Note Exchange Amount by the initial public offering share price of $1.85.

NGM BIOPHARMACEUTICALS INC

Report date April 08, 2019 · Filed April 09, 2019

Jointly reported with Merck Sharp & Dohme Corp.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Footnote12,955,016 Last balance in matching sequence After 2019-04-08 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2019-04-08 · Conversion · Acquired 8,833,333 · Balance 8,833,333

F1: Each share of Series E Convertible Preferred Stock automatically converted into one-half (0.5) of a share of common stock immediately prior to the closing of the Issuer's initial public offering, and has no expiration date.

F2: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Row 2 · 2019-04-08 · Purchase · Acquired 4,121,683 · Balance 12,955,016

F2: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Series E Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectSee Footnote0 Reported balance After 2019-04-08 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2019-04-08 · Conversion · Disposed 17,666,666 · Balance 0

F1: Each share of Series E Convertible Preferred Stock automatically converted into one-half (0.5) of a share of common stock immediately prior to the closing of the Issuer's initial public offering, and has no expiration date.

F2: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Filing footnotes · ownership attribution and instrument terms

F1: Each share of Series E Convertible Preferred Stock automatically converted into one-half (0.5) of a share of common stock immediately prior to the closing of the Issuer's initial public offering, and has no expiration date.

F2: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Pandion Therapeutics, Inc.

Report date February 24, 2021 · Filed March 04, 2021

Jointly reported with MERCK SHARP & DOHME LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.001SEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance Holding disclosure · report date 2021-02-24 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 0

F1: This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Panama Merger Sub, Inc. ("Purchaser") into Tender and Support Agreements (each, a "Support Agreement") with certain stockholders of Pandion Therapeutics, Inc. (the "Company"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 24, 2021, by and among the Parent, Purchaser and the Company. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on March 4, 2021 (the "Schedule 13D").

F2: Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 11,776,706 shares, which represent approximately 39.99% of the Company's total outstanding shares as of the close of business on February 24, 2021, based on the representations made by the Company in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

F4: Generally, upon the exercise of any security convertible or exchangeable for any common stock of the Company by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

Stock Option (right to buy)SEC Table II · derivative / convertible securityIndirectSee FootnotesNot disclosed Reported balance Holding disclosure · report date 2021-02-24 · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · Balance Not disclosed

F1: This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Panama Merger Sub, Inc. ("Purchaser") into Tender and Support Agreements (each, a "Support Agreement") with certain stockholders of Pandion Therapeutics, Inc. (the "Company"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 24, 2021, by and among the Parent, Purchaser and the Company. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on March 4, 2021 (the "Schedule 13D").

F2: Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 11,776,706 shares, which represent approximately 39.99% of the Company's total outstanding shares as of the close of business on February 24, 2021, based on the representations made by the Company in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

F4: Generally, upon the exercise of any security convertible or exchangeable for any common stock of the Company by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

Filing footnotes · ownership attribution and instrument terms

F1: This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Panama Merger Sub, Inc. ("Purchaser") into Tender and Support Agreements (each, a "Support Agreement") with certain stockholders of Pandion Therapeutics, Inc. (the "Company"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 24, 2021, by and among the Parent, Purchaser and the Company. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on March 4, 2021 (the "Schedule 13D").

F2: Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 11,776,706 shares, which represent approximately 39.99% of the Company's total outstanding shares as of the close of business on February 24, 2021, based on the representations made by the Company in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

F4: Generally, upon the exercise of any security convertible or exchangeable for any common stock of the Company by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

Personalis, Inc.

Report date December 19, 2024 · Filed December 23, 2024

Jointly reported with MERCK SHARP & DOHME LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, $0.0001 par value per shareSEC Table I · non-derivativeIndirectSee footnotes14,044,943 Reported balance Holding disclosure · report date 2024-12-19 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 14,044,943

F1: On December 19, 2024, Merck Sharp & Dohme LLC ("MSD") entered into an Investment Agreement with Personalis, Inc. (the "Company"), pursuant to which MSD purchased from the Company 14,044,943 shares of the Company's common stock, par value $0.0001 per share, at a price per share of $3.56.

F2: MSD is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with MSD, the "Reporting Persons").

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

Filing footnotes · ownership attribution and instrument terms

F1: On December 19, 2024, Merck Sharp & Dohme LLC ("MSD") entered into an Investment Agreement with Personalis, Inc. (the "Company"), pursuant to which MSD purchased from the Company 14,044,943 shares of the Company's common stock, par value $0.0001 per share, at a price per share of $3.56.

F2: MSD is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with MSD, the "Reporting Persons").

F3: Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

SUTRO BIOPHARMA, INC.

Report date October 01, 2018 · Filed October 02, 2018

Jointly reported with Merck Sharp & Dohme Corp.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Footnote2,723,509 Last balance in matching sequence After 2018-10-01 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2018-10-01 · Conversion · Acquired 2,056,843 · Balance 2,056,843

F1: Each share of Series E redeemable convertible preferred stock (the "Series E Preferred") automatically converted into 0.0275 shares of the Issuer's common stock upon the closing of the Issuer's sale of its common stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-227103) under the Securities Act of 1933, as amended. The Series E Preferred had no expiration date.

F2: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Row 2 · 2018-10-01 · Purchase · Acquired 666,666 · Balance 2,723,509

F2: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Series E Redeemable Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectSee Footnote0 Reported balance After 2018-10-01 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2018-10-01 · Conversion · Disposed 74,794,315 · Balance 0

F1: Each share of Series E redeemable convertible preferred stock (the "Series E Preferred") automatically converted into 0.0275 shares of the Issuer's common stock upon the closing of the Issuer's sale of its common stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-227103) under the Securities Act of 1933, as amended. The Series E Preferred had no expiration date.

F2: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Filing footnotes · ownership attribution and instrument terms

F1: Each share of Series E redeemable convertible preferred stock (the "Series E Preferred") automatically converted into 0.0275 shares of the Issuer's common stock upon the closing of the Issuer's sale of its common stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-227103) under the Securities Act of 1933, as amended. The Series E Preferred had no expiration date.

F2: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Yarrow Bioscience, Inc.

Report date January 24, 2018 · Filed January 25, 2018

Jointly reported with Merck Sharp & Dohme Corp.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Footnote1,243,168 Reported balance Holding disclosure · report date 2018-01-24 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 1,243,168

F1: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Filing footnotes · ownership attribution and instrument terms

F1: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Past disclosures · reporting ended (3)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

CapForce Inc.

Report date December 31, 2017 · Filed February 08, 2018

Jointly reported with Merck Sharp & Dohme Corp., Merck Global Health Innovation Fund, LLC

Section 16 reporting ended · disclosed 2018-02-08. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Warrant to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $19.50 · Expires 2022-06-28IndirectSee footnote13,120 Reported balance After 2017-06-28 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2017-06-28 · Grant · Acquired 13,120 · Balance 13,120

F1: These amounts reflect the Issuer's recently announced and effectuated a 1 for 25 reverse stock split on January 17, 2018.

F2: These securities are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Filing footnotes · ownership attribution and instrument terms

F1: These amounts reflect the Issuer's recently announced and effectuated a 1 for 25 reverse stock split on January 17, 2018.

F2: These securities are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Harpoon Therapeutics, Inc.

Report date March 11, 2024 · Filed March 11, 2024

Jointly reported with MERCK SHARP & DOHME LLC

Section 16 reporting ended · disclosed 2024-03-11. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.0001SEC Table I · non-derivativeIndirectSee Footnote1,000 Reported balance After 2024-03-11 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2024-03-11 · Purchase · Acquired 21,397,205 · Balance 1,000

F1: Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 by and among Merck Sharp & Dohme LLC, a wholly owned subsidiary of Merck & Co. Inc. ("Parent"), Hawaii Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC ("Merger Sub"), and Harpoon Therapeutics, Inc. ("Harpoon"), Merger Sub merged with and into Harpoon (the "Merger") on March 11, 2024. Upon completion of the Merger, each share of common stock of Harpoon that was issued and outstanding immediately prior to the effective time of the Merger was cancelled, and each share of common stock of Merger Sub was converted into one share of common stock of the surviving corporation.

F2: (Continued from footnote 1) Consequently, upon the consummation of the Merger on March 11, 2024, Parent became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Merck & Co., Inc. is the indirect beneficial owner of such shares.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 by and among Merck Sharp & Dohme LLC, a wholly owned subsidiary of Merck & Co. Inc. ("Parent"), Hawaii Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC ("Merger Sub"), and Harpoon Therapeutics, Inc. ("Harpoon"), Merger Sub merged with and into Harpoon (the "Merger") on March 11, 2024. Upon completion of the Merger, each share of common stock of Harpoon that was issued and outstanding immediately prior to the effective time of the Merger was cancelled, and each share of common stock of Merger Sub was converted into one share of common stock of the surviving corporation.

F2: (Continued from footnote 1) Consequently, upon the consummation of the Merger on March 11, 2024, Parent became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Merck & Co., Inc. is the indirect beneficial owner of such shares.

Organon & Co.

Report date June 02, 2021 · Filed June 04, 2021

Section 16 reporting ended · disclosed 2021-06-04. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect0 Reported balance After 2021-06-02 transaction · row 1
1 source row

Row 1 · 2021-06-02 · Other · Disposed 253,516,000 · Balance 0

F1: Pursuant to the Separation and Distribution Agreement, dated as of June 2, 2021, Merck & Co., Inc. ("Merck") distributed to the holders of its common stock by means of a pro-rata distribution without consideration an aggregate of 253,516,000 shares of common stock of Organon & Co. (the "Separation").

F2: In connection with the Separation, the 100 shares of common stock of Organon & Co. held by Merck were reclassified into 253,516,000 shares of common stock of Organon & Co.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the Separation and Distribution Agreement, dated as of June 2, 2021, Merck & Co., Inc. ("Merck") distributed to the holders of its common stock by means of a pro-rata distribution without consideration an aggregate of 253,516,000 shares of common stock of Organon & Co. (the "Separation").

F2: In connection with the Separation, the 100 shares of common stock of Organon & Co. held by Merck were reclassified into 253,516,000 shares of common stock of Organon & Co.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
March 11, 2024 Filed Mar 11, 2024 19:27 UTC Harpoon Therapeutics, Inc. HARP · Entity 11424 PurchaseCommon Stock, par value $0.0001 21,397,205 $23.00 $492,135,715.00
Disclosure

SEC source: 0000950170-24-029165 · ownership.xml · nonDerivative · entry 1

Merck & Co., Inc. · CIK 0000310158 · 10% owner

MERCK SHARP & DOHME LLC · CIK 0000064978 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1,000

F1 · shares: Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 by and among Merck Sharp & Dohme LLC, a wholly owned subsidiary of Merck & Co. Inc. ("Parent"), Hawaii Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC ("Merger Sub"), and Harpoon Therapeutics, Inc. ("Harpoon"), Merger Sub merged with and into Harpoon (the "Merger") on March 11, 2024. Upon completion of the Merger, each share of common stock of Harpoon that was issued and outstanding immediately prior to the effective time of the Merger was cancelled, and each share of common stock of Merger Sub was converted into one share of common stock of the surviving corporation.

F2 · shares: (Continued from footnote 1) Consequently, upon the consummation of the Merger on March 11, 2024, Parent became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Merck & Co., Inc. is the indirect beneficial owner of such shares.

F1 · balance_after: Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 by and among Merck Sharp & Dohme LLC, a wholly owned subsidiary of Merck & Co. Inc. ("Parent"), Hawaii Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC ("Merger Sub"), and Harpoon Therapeutics, Inc. ("Harpoon"), Merger Sub merged with and into Harpoon (the "Merger") on March 11, 2024. Upon completion of the Merger, each share of common stock of Harpoon that was issued and outstanding immediately prior to the effective time of the Merger was cancelled, and each share of common stock of Merger Sub was converted into one share of common stock of the surviving corporation.

F2 · balance_after: (Continued from footnote 1) Consequently, upon the consummation of the Merger on March 11, 2024, Parent became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Merck & Co., Inc. is the indirect beneficial owner of such shares.

F1 · ownership.nature: Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 by and among Merck Sharp & Dohme LLC, a wholly owned subsidiary of Merck & Co. Inc. ("Parent"), Hawaii Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC ("Merger Sub"), and Harpoon Therapeutics, Inc. ("Harpoon"), Merger Sub merged with and into Harpoon (the "Merger") on March 11, 2024. Upon completion of the Merger, each share of common stock of Harpoon that was issued and outstanding immediately prior to the effective time of the Merger was cancelled, and each share of common stock of Merger Sub was converted into one share of common stock of the surviving corporation.

F2 · ownership.nature: (Continued from footnote 1) Consequently, upon the consummation of the Merger on March 11, 2024, Parent became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Merck & Co., Inc. is the indirect beneficial owner of such shares.

Read SEC document
June 02, 2021 Filed Jun 4, 2021 20:46 UTC Organon & Co. ORG · Entity 4115 OtherCommon Stock 253,516,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-022060 · doc4.xml · nonDerivative · entry 1

Merck & Co., Inc. · CIK 0000310158 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: Pursuant to the Separation and Distribution Agreement, dated as of June 2, 2021, Merck & Co., Inc. ("Merck") distributed to the holders of its common stock by means of a pro-rata distribution without consideration an aggregate of 253,516,000 shares of common stock of Organon & Co. (the "Separation").

F2 · shares: In connection with the Separation, the 100 shares of common stock of Organon & Co. held by Merck were reclassified into 253,516,000 shares of common stock of Organon & Co.

F1 · price: Pursuant to the Separation and Distribution Agreement, dated as of June 2, 2021, Merck & Co., Inc. ("Merck") distributed to the holders of its common stock by means of a pro-rata distribution without consideration an aggregate of 253,516,000 shares of common stock of Organon & Co. (the "Separation").

Read SEC document
April 08, 2019 Filed Apr 9, 2019 22:27 UTC NGM BIOPHARMACEUTICALS INC NGM · Entity 11997 ConversionSeries E Convertible Preferred Stock · Derivative 17,666,666 $0.00 $0.00
Disclosure

SEC source: 0001104659-19-020514 · a4.xml · derivative · entry 3

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 8,333,333 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of Series E Convertible Preferred Stock automatically converted into one-half (0.5) of a share of common stock immediately prior to the closing of the Issuer's initial public offering, and has no expiration date.

F1 · derivative.exercise_date: Each share of Series E Convertible Preferred Stock automatically converted into one-half (0.5) of a share of common stock immediately prior to the closing of the Issuer's initial public offering, and has no expiration date.

F1 · derivative.expiration_date: Each share of Series E Convertible Preferred Stock automatically converted into one-half (0.5) of a share of common stock immediately prior to the closing of the Issuer's initial public offering, and has no expiration date.

F2 · ownership.nature: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Read SEC document
April 08, 2019 Filed Apr 9, 2019 22:27 UTC NGM BIOPHARMACEUTICALS INC NGM · Entity 11997 PurchaseCommon Stock 4,121,683 $16.00 $65,946,928.00
Disclosure

SEC source: 0001104659-19-020514 · a4.xml · nonDerivative · entry 2

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 12,955,016

F2 · ownership.nature: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Read SEC document
April 08, 2019 Filed Apr 9, 2019 22:27 UTC NGM BIOPHARMACEUTICALS INC NGM · Entity 11997 ConversionCommon Stock 8,833,333 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-19-020514 · a4.xml · nonDerivative · entry 1

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 8,833,333

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each share of Series E Convertible Preferred Stock automatically converted into one-half (0.5) of a share of common stock immediately prior to the closing of the Issuer's initial public offering, and has no expiration date.

F2 · ownership.nature: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Read SEC document
October 01, 2018 Filed Oct 2, 2018 18:31 UTC SUTRO BIOPHARMA, INC. STRO · Entity 5797 ConversionSeries E Redeemable Convertible Preferred Stock · Derivative 74,794,315 $0.00 $0.00
Disclosure

SEC source: 0001104659-18-059933 · a4.xml · derivative · entry 3

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 2,056,843 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of Series E redeemable convertible preferred stock (the "Series E Preferred") automatically converted into 0.0275 shares of the Issuer's common stock upon the closing of the Issuer's sale of its common stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-227103) under the Securities Act of 1933, as amended. The Series E Preferred had no expiration date.

F1 · derivative.exercise_date: Each share of Series E redeemable convertible preferred stock (the "Series E Preferred") automatically converted into 0.0275 shares of the Issuer's common stock upon the closing of the Issuer's sale of its common stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-227103) under the Securities Act of 1933, as amended. The Series E Preferred had no expiration date.

F1 · derivative.expiration_date: Each share of Series E redeemable convertible preferred stock (the "Series E Preferred") automatically converted into 0.0275 shares of the Issuer's common stock upon the closing of the Issuer's sale of its common stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-227103) under the Securities Act of 1933, as amended. The Series E Preferred had no expiration date.

F2 · ownership.nature: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Read SEC document
October 01, 2018 Filed Oct 2, 2018 18:31 UTC SUTRO BIOPHARMA, INC. STRO · Entity 5797 PurchaseCommon Stock 666,666 $15.00 $9,999,990.00
Disclosure

SEC source: 0001104659-18-059933 · a4.xml · nonDerivative · entry 2

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 2,723,509

F2 · ownership.nature: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Read SEC document
October 01, 2018 Filed Oct 2, 2018 18:31 UTC SUTRO BIOPHARMA, INC. STRO · Entity 5797 ConversionCommon Stock 2,056,843 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-18-059933 · a4.xml · nonDerivative · entry 1

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 2,056,843

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each share of Series E redeemable convertible preferred stock (the "Series E Preferred") automatically converted into 0.0275 shares of the Issuer's common stock upon the closing of the Issuer's sale of its common stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-227103) under the Securities Act of 1933, as amended. The Series E Preferred had no expiration date.

F2 · ownership.nature: These securities are owned directly by Merck Sharp & Dohme Corp., which is a direct, wholly owned subsidiary of Merck & Co., Inc. ("Merck"). Merck is an indirect beneficial owner of the reported securities.

Read SEC document
June 28, 2017 Filed Feb 8, 2018 21:05 UTC CapForce Inc. OPGN · Entity 9776 GrantWarrant to Purchase Common Stock · Derivative 13,120 $0.00 Strike: $19.50 $0.00
Disclosure

SEC source: 0000899243-18-003274 · doc5.xml · derivative · entry 1

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Merck Global Health Innovation Fund, LLC · CIK 0001547132 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 13,120

Underlying: Common Stock · 13,120 shares

Expires 2022-06-28

F1 · derivative.exercise_price: These amounts reflect the Issuer's recently announced and effectuated a 1 for 25 reverse stock split on January 17, 2018.

F1 · shares: These amounts reflect the Issuer's recently announced and effectuated a 1 for 25 reverse stock split on January 17, 2018.

F1 · derivative.underlying_shares: These amounts reflect the Issuer's recently announced and effectuated a 1 for 25 reverse stock split on January 17, 2018.

F1 · balance_after: These amounts reflect the Issuer's recently announced and effectuated a 1 for 25 reverse stock split on January 17, 2018.

F2 · ownership.nature: These securities are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Read SEC document
June 27, 2016 Filed Jun 29, 2016 20:05 UTC CapForce Inc. OPGN · Entity 9776 PurchaseWarrants · Derivative 2,050,821 Not disclosed Strike: $1.31 Not disclosed
Disclosure

SEC source: 0000899243-16-023850 · doc4.xml · derivative · entry 2

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Merck Global Health Innovation Fund, LLC · CIK 0001547132 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 2,950,821

Underlying: Common Stock · 2,050,821 shares

Expires 2021-06-27

F1 · price: The reported securities were included within units ("Units") with each Unit consisting of one share of the Company's common stock, par value $0.01 per share (the "Common Stock") and (ii) a warrant to acquire 0.75 of one share of Common Stock for a purchase price of $1.14375 per Unit.

F2 · ownership.nature: These securities are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Read SEC document
June 27, 2016 Filed Jun 29, 2016 20:05 UTC CapForce Inc. OPGN · Entity 9776 GrantCommon Stock 2,734,427 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-16-023850 · doc4.xml · nonDerivative · entry 1

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Merck Global Health Innovation Fund, LLC · CIK 0001547132 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 5,413,449

F1 · price: The reported securities were included within units ("Units") with each Unit consisting of one share of the Company's common stock, par value $0.01 per share (the "Common Stock") and (ii) a warrant to acquire 0.75 of one share of Common Stock for a purchase price of $1.14375 per Unit.

F2 · ownership.nature: These securities are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Read SEC document
May 19, 2016 Filed May 24, 2016 20:41 UTC CapForce Inc. OPGN · Entity 9776 PurchaseCommon Stock and Warrants (Obligation to buy Units) · Derivative 2,734,427 Not disclosed Strike: $1.14 Not disclosed
Disclosure

SEC source: 0000899243-16-020819 · doc4.xml · derivative · entry 3

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Merck Global Health Innovation Fund, LLC · CIK 0001547132 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 5,685,248

Underlying: Common Stock · 4,785,248 shares

Expires not disclosed

F3 · price: Represents future obligation of MGHIF to purchase additional Units for a purchase price of $1.14375 per Unit within 60 days and subject to stockholder consent and notice to stockholders of same (including the filing of Schedule 14C and the twenty day waiting period), pursuant to the Amended and Restated Securities Purchase Agreement entered into on May 18, 2016.

F3 · derivative.exercise_date: Represents future obligation of MGHIF to purchase additional Units for a purchase price of $1.14375 per Unit within 60 days and subject to stockholder consent and notice to stockholders of same (including the filing of Schedule 14C and the twenty day waiting period), pursuant to the Amended and Restated Securities Purchase Agreement entered into on May 18, 2016.

F3 · derivative.expiration_date: Represents future obligation of MGHIF to purchase additional Units for a purchase price of $1.14375 per Unit within 60 days and subject to stockholder consent and notice to stockholders of same (including the filing of Schedule 14C and the twenty day waiting period), pursuant to the Amended and Restated Securities Purchase Agreement entered into on May 18, 2016.

F2 · ownership.nature: These shares are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Read SEC document
May 19, 2016 Filed May 24, 2016 20:41 UTC CapForce Inc. OPGN · Entity 9776 PurchaseWarrants · Derivative 900,000 Not disclosed Strike: $1.31 Not disclosed
Disclosure

SEC source: 0000899243-16-020819 · doc4.xml · derivative · entry 2

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Merck Global Health Innovation Fund, LLC · CIK 0001547132 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 900,000

Underlying: Common Stock · 900,000 shares

Expires 2021-05-19

F1 · price: The reported securities are included within units ("Units") each Unit consisting of one share of the Company's common stock, par value $0.01 per share (the "Common Stock") and (ii) a warrant to acquire 0.75 of one share of Common Stock for a purchase price of $1.14375 per Unit.

F2 · ownership.nature: These shares are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Read SEC document
May 19, 2016 Filed May 24, 2016 20:41 UTC CapForce Inc. OPGN · Entity 9776 GrantCommon Stock 1,200,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-16-020819 · doc4.xml · nonDerivative · entry 1

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Merck Global Health Innovation Fund, LLC · CIK 0001547132 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 2,679,022

F1 · price: The reported securities are included within units ("Units") each Unit consisting of one share of the Company's common stock, par value $0.01 per share (the "Common Stock") and (ii) a warrant to acquire 0.75 of one share of Common Stock for a purchase price of $1.14375 per Unit.

F2 · ownership.nature: These shares are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Read SEC document
February 08, 2016 Filed Feb 10, 2016 21:28 UTC BeOne Medicines Ltd. BGNE · Entity 2168 ConversionSeries A-2 Preferred Shares · Derivative 5,128,205 Not disclosed Not disclosed
Disclosure

SEC source: 0001635698-16-000062 · form4.xml · derivative · entry 5

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Merck Sharp & Dohme Research GmbH · CIK 0001665244 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Via wholly owned subsidiary, MSDRG

Disclosed balance after: 0

Underlying: Ordinary Shares · 5,128,205 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · security: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

F1 · derivative.exercise_price: The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.

F1 · price: The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.

F3 · derivative.exercise_date: The Series A-2 Preferred Shares (the "Series A-2 Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A-2 Shares did not have an expiration date.

F3 · derivative.expiration_date: The Series A-2 Preferred Shares (the "Series A-2 Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A-2 Shares did not have an expiration date.

F2 · ownership.direct: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

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February 08, 2016 Filed Feb 10, 2016 21:28 UTC BeOne Medicines Ltd. BGNE · Entity 2168 ConversionSeries A Preferred Shares · Derivative 18,518,519 Not disclosed Not disclosed
Disclosure

SEC source: 0001635698-16-000062 · form4.xml · derivative · entry 4

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Merck Sharp & Dohme Research GmbH · CIK 0001665244 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Via wholly owned subsidiary, MSDRG

Disclosed balance after: 0

Underlying: Ordinary Shares · 18,518,519 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.

F1 · price: The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.

F1 · derivative.exercise_date: The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.

F1 · derivative.expiration_date: The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.

F2 · ownership.direct: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

F2 · ownership.nature: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

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February 08, 2016 Filed Feb 10, 2016 21:28 UTC BeOne Medicines Ltd. BGNE · Entity 2168 OtherOrdinary Shares 7,942,314 Not disclosed Not disclosed
Disclosure

SEC source: 0001635698-16-000062 · form4.xml · nonDerivative · entry 3

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Merck Sharp & Dohme Research GmbH · CIK 0001665244 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Via wholly owned subsidiary, MSDRG

Disclosed balance after: 7,942,314

F4 · kind: The 7,942,314 Ordinary Shares were issued to MSDRG in exchange for the cancellation of MSDRG's promissory note plus accrued and unpaid interest thereon (together, $14,693,281)(the "Note Exchange Amount") upon the closing of the initial public offering of the Issuer. The number of shares issued was determined by dividing the Note Exchange Amount by the initial public offering share price of $1.85.

F4 · price: The 7,942,314 Ordinary Shares were issued to MSDRG in exchange for the cancellation of MSDRG's promissory note plus accrued and unpaid interest thereon (together, $14,693,281)(the "Note Exchange Amount") upon the closing of the initial public offering of the Issuer. The number of shares issued was determined by dividing the Note Exchange Amount by the initial public offering share price of $1.85.

F2 · ownership.direct: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

F2 · ownership.nature: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

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February 08, 2016 Filed Feb 10, 2016 21:28 UTC BeOne Medicines Ltd. BGNE · Entity 2168 ConversionOrdinary Shares 5,128,205 Not disclosed Not disclosed
Disclosure

SEC source: 0001635698-16-000062 · form4.xml · nonDerivative · entry 2

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Merck Sharp & Dohme Research GmbH · CIK 0001665244 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Via wholly owned subsidiary, MSDRG

Disclosed balance after: 5,128,205

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: The Series A-2 Preferred Shares (the "Series A-2 Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A-2 Shares did not have an expiration date.

F2 · ownership.direct: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

F2 · ownership.nature: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

Read SEC document
February 08, 2016 Filed Feb 10, 2016 21:28 UTC BeOne Medicines Ltd. BGNE · Entity 2168 ConversionOrdinary Shares 18,518,519 Not disclosed Not disclosed
Disclosure

SEC source: 0001635698-16-000062 · form4.xml · nonDerivative · entry 1

Merck & Co., Inc. · CIK 0000310158 · 10% owner

Merck Sharp & Dohme Corp. · CIK 0000942443 · 10% owner

Merck Sharp & Dohme Research GmbH · CIK 0001665244 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Via wholly owned subsidiary, MSDRG

Disclosed balance after: 18,518,519

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.

F2 · ownership.direct: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

F2 · ownership.nature: The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.