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^*

CLARK RICHARD T

(Last)

(First)

(Middle)

ONE MERCK DRIVE

(Street)

WHITEHOUSE STATION

08889-0100

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MERCK SHARP & DOHME CORP. [ MRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

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		D		96,491.9495	D	$0⁽¹⁾	0	D
Common Stock - 401(k) Plan	11/03/2009		J		3,101.6151	D	$0⁽²⁾	0	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)
Phantom Stock	⁽³⁾	11/03/2009		D			54,513.22	⁽³⁾	⁽³⁾	Common Stock	54,513.22	$0	0	D
Restricted Stock Unit	⁽⁴⁾	11/03/2009		D			60,000	03/02/2010⁽⁴⁾	03/02/2010⁽⁴⁾	Common Stock	60,000	$0	0	D
Restricted Stock Unit	⁽⁴⁾	11/03/2009		D			61,500	02/28/2011⁽⁴⁾	02/28/2011⁽⁴⁾	Common Stock	61,500	$0	0	D
Restricted Stock Unit	⁽⁴⁾	11/03/2009		D			73,250	04/24/2012⁽⁴⁾	04/24/2012⁽⁴⁾	Common Stock	73,250	$0	0	D
Stock Option (right to buy)	$58.9105	11/03/2009		D			105,499	03/01/2003⁽⁵⁾	02/29/2012	Common Stock	105,499	$0⁽⁵⁾	0	D
Stock Option (right to buy)	$49.9626	11/03/2009		D			105,499	02/28/2004⁽⁵⁾	02/27/2013	Common Stock	105,499	$0⁽⁵⁾	0	D
Stock Option (right to buy)	$62.0859	11/03/2009		D			89,674	02/22/2005⁽⁶⁾	02/21/2010	Common Stock	89,674	$0⁽⁶⁾	0	D
Stock Option (right to buy)	$48.24	11/03/2009		D			51,250	02/27/2005⁽⁵⁾	02/26/2014	Common Stock	51,250	$0⁽⁵⁾	0	D
Stock Option (right to buy)	$31.84	11/03/2009		D			42,500	02/25/2006⁽⁵⁾	02/24/2015	Common Stock	42,500	$0⁽⁵⁾	0	D
Stock Option (right to buy)	$75.7638	11/03/2009		D			89,674	03/02/2006⁽⁶⁾	03/01/2011	Common Stock	89,674	$0⁽⁶⁾	0	D
Stock Option (right to buy)	$34.7	11/03/2009		D			125,000	05/05/2006⁽⁵⁾	05/04/2015	Common Stock	125,000	$0⁽⁵⁾	0	D
Stock Option (right to buy)	$35.09	11/03/2009		D			240,000	03/03/2007⁽⁵⁾	03/02/2016	Common Stock	240,000	$0⁽⁵⁾	0	D
Stock Option (right to buy)	$44.19	11/03/2009		D			320,000	03/02/2008⁽⁵⁾	03/01/2017	Common Stock	320,000	$0⁽⁵⁾	0	D
Stock Option (right to buy)	$44.3	11/03/2009		D			615,000	02/28/2009⁽⁵⁾	02/28/2018	Common Stock	615,000	$0⁽⁵⁾	0	D
Stock Option (right to buy)	$23.45	11/03/2009		D			732,500	04/24/2010⁽⁵⁾	04/23/2019	Common Stock	732,500	$0⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of upon the completion of and pursuant to the transactions contemplated by the Agreement and Plan of Merger with, inter alia, Schering-Plough Corporation (the "Transactions") under which Schering-Plough Corporation (renamed as Merck & Co., Inc.) survives (the "Surviving Corporation") and becomes the sole shareholder of Merck & Co., Inc. (renamed Merck Sharp & Dohme Corp.) ("Old Merck"). Such shares of Old Merck common stock are being exchanged pursuant to the Transactions for an equilavent amount of whole and fractional shares of Surviving Corporation common stock. On the effective date of the Transactions, the closing price of Old Merck common stock was $30.67 per share and the closing price of Schering-Plough Corporation common stock was $28.15 per share.

2. Shares of Old Merck common stock acquired under the 401(k) plan will be exchanged for an equivalent number of shares of Surviving Corporation common stock as part of the Transactions.

3. Each share of phantom stock is the economic equivalent of one share of Old Merck common stock, and was granted under the Merck Deferral Program. The Merck Deferral Program will be continued after the Transactions and each share of phantom stock will have the economic equivalent of one share of Surviving Corporation Common Stock.

4. Each restricted stock unit represents a contingent right to receive one share of Old Merck common stock and was (i) assumed by the Surviving Corporation in the Transactions and (ii) converted into a restricted stock unit representing a contingent right to receive one share of Surviving Corporation Common Stock on the same vesting schedule as applied prior to the Transactions.

5. This option to purchase shares of Old Merck common stock, which vesting in three equal annual installments beginning one year from date of grant, was assumed by the Surviving Corporation in the Transactions and continued on the same terms and conditions as an option to purchase an equilavent number of shares of Surviving Corporation Common Stock at the same exercise price as applied prior to the Transactions.

6. This option to purchase shares of Old Merck common stock, which vesting on the exercisable date, was assumed by the Surviving Corporation in the Transactions and continued on the same terms and conditions as an option to purchase an equilavent number of shares of Surviving Corporation Common Stock at the same exercise price as applied prior to the Transactions.

	/s/ Debra A. Bollwage as Attorney-in-Fact for Richard T. Clark	11/04/2009
	** Signature of Reporting Person	Date
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