SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LAZARUS ROCHELLE B
(Last) (First) (Middle)
OGILVY & MATHER WORLDWIDE
309 WEST 49TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Merck & Co. Inc. [ MRK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2009
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/03/2009 A 2,000 A $0(1) 6,500 D
Common Stock 11/03/2009 D 1,905 D $0(2) 4,595 D
Common Stock 11/03/2009 A 300 A $0(1) 700 I As Custodian
Common Stock 11/03/2009 D 170 D $0(2) 530 I As Custodian
Common Stock 11/03/2009 A 1,700 A $0(1) 1,800 I By Spouse
Common Stock 11/03/2009 D 43 D $0(2) 1,757 I By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock $0(3) 11/03/2009 A 19,648.7403 (3) (3) Common Stock 19,648.7403 $0 19,648.7403 D
Stock Option (right to buy) $33.83 11/03/2009 A 5,000 04/29/2006 04/28/2015 Common Stock 5,000 $0(4) 5,000 D
Stock Option (right to buy) $34.44 11/03/2009 A 5,000 04/28/2007 04/27/2016 Common Stock 5,000 $0(4) 5,000 D
Stock Option (right to buy) $51.86 11/03/2009 A 5,000 04/27/2008 04/26/2017 Common Stock 5,000 $0(4) 5,000 D
Stock Option (right to buy) $38.04 11/03/2009 A 5,000 04/30/2009 04/29/2018 Common Stock 5,000 $0(4) 5,000 D
Stock Option (right to buy) $24.3 11/03/2009 A 5,000 05/01/2010 04/30/2019 Common Stock 5,000 $0(4) 5,000 D
Explanation of Responses:
1. Received in exchange for an equivalent number of shares of Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.) ("MSD") common stock in connection with the completion of transactions contemplated by the Agreement and Plan of Merger by and among, inter alia, MSD and Merck & Co., Inc. (formerly Schering-Plough Corporation) (the "Transactions").
2. Pursuant to the Agreement and Plan of Merger ("Merger Agreement") by and among, inter alia, Merck & Co., Inc., formerly Schering-Plough Corporation, ("New Merck") and Merck Sharp & Dohme Corp., formerly Merck & Co., Inc., and upon the completion of the transactions contemplated therein (the "Transactions"), each common share of Schering-Plough Corporation common stock was converted into 0.5767 shares of New Merck common stock and $10.50 in cash. Any fractional share holdings were paid in cash pursuant to a formula in the Merger Agreement.
3. Each share of phantom stock is the economic equivalent of one share of Merck & Co., Inc. Common Stock, pursuant to the Plan for Deferred Payment of Directors Compensation, and was exchanged for an equal number of shares of phantom stock of MSD in connection with the Transactions.
4. This option, which vests in three equal annual installments beginning one year from date of grant, was assumed in the Transaction and continued on the same terms and conditions for an option to purchase an equivalent number of shares of MSD common stock at the same exercise price as applied prior to the merger.
Remarks:
Debra A. Bollwage as Attorney-in-Fact for Rochelle B. Lazarus 11/16/2009
** 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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