SEC FORM 4

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^*

Kuhlik Bruce N

(Last)

(First)

(Middle)

ONE MERCK DRIVE

(Street)

WHITEHOUSE STATION

08889-0100

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. V.P. and General Counsel

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/03/2009		A		17,660.0888	A	$0.0000⁽¹⁾	0.0000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	11/03/2009		A		4,500		03/02/2010⁽²⁾	03/02/2010⁽²⁾	Common Stock	4,500	$0	0.0000	D
Restricted Stock Unit	⁽²⁾	11/03/2009		A		15,000		08/01/2010⁽²⁾	08/01/2010⁽²⁾	Common Stock	15,000	$0	0.0000	D
Restricted Stock Unit	⁽²⁾	11/03/2009		A		11,700		02/28/2011⁽²⁾	02/28/2011⁽²⁾	Common Stock	11,700	$0	0.0000	D
Restricted Stock Unit	⁽²⁾	11/03/2009		A		13,650		04/24/2012⁽²⁾	04/24/2012⁽²⁾	Common Stock	13,650	$0	0.0000	D
RSU - Leader Shares	⁽²⁾	11/03/2009		A		3,700		02/01/2010⁽²⁾	02/01/2010⁽²⁾	Common Stock	3,700	$0	0.0000	D
RSU - Leader Shares	⁽²⁾	11/03/2009		A		6,000		02/28/2011⁽²⁾	02/28/2011⁽²⁾	Common Stock	6,000	$0	0.0000	D
Stock Option (right to buy)	$32.72	11/03/2009		A		10,000		05/23/2006⁽³⁾	05/22/2015	Common Stock	10,000	$0⁽³⁾	0.0000	D
Stock Option (right to buy)	$34.47	11/03/2009		A		500		02/01/2007⁽³⁾	01/31/2016	Common Stock	500	$0⁽³⁾	0.0000	D
Stock Option (right to buy)	$35.09	11/03/2009		A		20,880		03/03/2007⁽³⁾	03/02/2016	Common Stock	20,880	$0⁽³⁾	0.0000	D
Stock Option (right to buy)	$44.19	11/03/2009		A		24,000		03/02/2008⁽³⁾	03/01/2017	Common Stock	24,000	$0⁽³⁾	0.0000	D
Stock Option (right to buy)	$51.02	11/03/2009		A		50,000		08/01/2008⁽³⁾	07/31/2017	Common Stock	50,000	$0⁽³⁾	0.0000	D
Stock Option (right to buy)	$44.3	11/03/2009		A		62,400		02/28/2009⁽³⁾	02/28/2018	Common Stock	62,400	$0⁽³⁾	0.0000	D
Stock Option (right to buy)	$23.45	11/03/2009		A		72,800		04/24/2010⁽³⁾	04/23/2019	Common Stock	72,800	$0⁽³⁾	0.0000	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. Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. Common Stock which was assumed and converted from a restricted stock unit to receive an equivalent number of shares of MSD common stock prior to the Transactions. The restricted stock units described herein vest upon the same vesting schedule.

3. This option 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.

	Debra A. Bollwage as Attorney-in-Fact for Bruce N. Kuhlik	11/05/2009
	** 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).
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