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^*

Bowles Richard S III

(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)
	Exe V-P & Chief Compl Officer

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		4,014	A	$0⁽¹⁾	83,503	D
Common Stock	11/03/2009		D		33,648	D	$0⁽²⁾	49,855	D
Common Stock	11/03/2009		A		252	A	$0⁽¹⁾	252	I	As Custodian
Common Stock - 401(k) Plan	11/03/2009		A		3,377.3284	A	$0⁽³⁾	3,377.3284	I	By 401(k)

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)
Stock Option (right to buy)	$54.25⁽⁴⁾	11/03/2009		D			6,139	01/02/2002⁽⁵⁾	01/01/2011	Common Stock	6,139	$0⁽⁶⁾	63,861	D
Stock Option (right to buy)	$40.05⁽⁷⁾	11/03/2009		D			1,467	02/26/2002⁽⁵⁾	02/25/2011	Common Stock	1,467	$0⁽⁶⁾	16,133	D
Stock Option (right to buy)	$34.68⁽⁸⁾	11/03/2009		D			2,132	02/25/2003⁽⁵⁾	02/24/2012	Common Stock	2,132	$0⁽⁶⁾	22,168	D
Stock Option (right to buy)	$18.2⁽⁹⁾	11/03/2009		D			5,262	02/23/2005⁽⁵⁾	02/22/2014	Common Stock	5,262	$0⁽⁶⁾	54,738	D
Stock Option (right to buy)	$20.7⁽¹⁰⁾	11/03/2009		D			5,262	04/25/2006⁽⁵⁾	04/24/2015	Common Stock	5,262	$0⁽⁶⁾	54,738	D
Stock Option (right to buy)	$19.23⁽¹¹⁾	11/03/2009		D			4,824	05/19/2007⁽⁵⁾	05/18/2013	Common Stock	4,824	$0⁽⁶⁾	50,176	D
Stock Option (right to buy)	$31.57⁽¹²⁾	11/03/2009		D			4,385	05/01/2008⁽⁵⁾	04/30/2014	Common Stock	4,385	$0⁽⁶⁾	45,615	D
Stock Option (right to buy)	$18.85⁽¹³⁾	11/03/2009		D			2,631	05/01/2009⁽⁵⁾	04/30/2015	Common Stock	2,631	$0⁽⁶⁾	27,369	D
Stock Option (right to buy)	$22.91⁽¹⁴⁾	11/03/2009		D			2,702	05/01/2010⁽⁵⁾	04/30/2016	Common Stock	2,702	$0⁽⁶⁾	28,098	D

Explanation of Responses:

1. Pursuant to the Merger Agreement, each share of common stock of Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.) was converted to an equal number of shares of New Merck.

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. Received as part of the Agreement and Plan of Merger by and among, inter alia, Merck Sharp & Dohme Corp. and Merck & Co., Inc. (formerly Schering-Plough Corporation) in exchange for an equivalent number of shares of Merck Sharp & Dohme Corp. common stock held under the Merck Sharp & Dohme Corp. 401(k) plan.

4. The option price for the grant expiring 1/01/11 will convert from $54.25 to $59.47.

5. The option vested and became exercisable on varying dates pursuant to the terms of the plans under which they were granted. Certain options vested in connection with the closing of the Transactions. Following the Transactions, options continue pursuant to the same terms as were applicable prior to the Transactions.

6. Pursuant to the Merger Agreement, upon the closing of the Transactions, the option was converted into an option to purchase common shares of New Merck in accordance with the exchange ratio set forth in the Merger Agreement, including an adjustment to the number of shares underlying the option and the option's exercise price.

7. The option price for the grant expiring 2/25/11 will convert from $40.05 to $43.90.

8. The option price for the grant expiring 2/24/12 will convert from $34.68 to $38.01.

9. The option price for the grant expiring 2/22/14 will convert from $18.20 to $19.95.

10. The option price for the grant expiring 4/24/15 will convert from $20.70 to $22.69.

11. The option price for the grant expiring 5/18/13 will convert from $19.23 to $21.08.

12. The option price for the grant expiring 4/30/14 will convert from $31.57 to $34.60.

13. The option price for the grant expiring 4/30/15 will convert from $18.85 to $20.66.

14. The option price for the grant expiring 4/30/16 will convert from $22.91 to 25.11.

Remarks:

	Debra A. Bollwage as Attorney-in-Fact for Richard S. Bowles, III	11/06/2009
	** 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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