On Monday, at about 11:04 AM EST, New Merck board of directors member Rochelle B. Lazarus filed a SEC Form 4 that -- apparently -- disclosed the conversion of her previous Schering-Plough stockholdings, into "New Merck" holdings -- along with those of her spouse.
The problem is that the filing was arguably at least 12 days late. The rules in this area are very-strict, when it comes to alerting the investing public promptly, to insiders' sales or purchases of the securities of a given public company. Per the SEC rules:
. . . .Changes in ownership are reported on Form 4 and must be reported to the SEC within two business days. . . .
Note that the form lists the date of the event requiring disclosure as November 3, 2009. That's the reverse merger date. Note also that the form, on its face, was not filed until November 16, 2009. Finally, Ms. Lazarus filed two other change of ownership reports (here and here), in a timely fashion, as a result of the reverse merger. It is particularly puzzling, then, that she would have missed filing this one in a timely fashion.
I wouldn't have bothered to mention it, at all -- but it turns out there were several (arguably material) events underway, on that very same Monday morning, with Merck executives, many of EVP stature, or above -- in Orlando, Florida and New York City, darting about and making sweeping-statements -- with respect to one of the company's key franchises.
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