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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* GRADDICK WEIR MIRIAN M (Last) (First) (Middle) ONE MERCK DRIVE (Street) WHITEHOUSE STATION NJ 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) Director 10% Owner X Officer (give title below) Other (specify below) Exec. V-P, Human Resources
	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		D		6,438.7503	D	$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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	11/03/2009		D			7,650	03/02/2010(2)	03/02/2010(2)	Common Stock	7,650	$0	0.0000	D
Restricted Stock Unit	(2)	11/03/2009		D			9,750	02/28/2011(2)	02/28/2011(2)	Common Stock	9,750	$0	0.0000	D
Restricted Stock Unit	(2)	11/03/2009		D			11,700	04/24/2012(2)	04/24/2012(2)	Common Stock	11,700	$0	0.0000	D
RSU - Leader Shares	(2)	11/03/2009		D			6,600	02/28/2011(2)	02/28/2011(2)	Common Stock	6,600	$0	0.0000	D
Stock Option (right to buy)	$40.7	11/03/2009		D			30,000	09/01/2007(3)	08/31/2016	Common Stock	30,000	$0(3)	0.0000	D
Stock Option (right to buy)	$44.19	11/03/2009		D			40,800	03/02/2008(3)	03/01/2017	Common Stock	40,800	$0(3)	0.0000	D
Stock Option (right to buy)	$44.3	11/03/2009		D			52,000	02/28/2009(3)	02/28/2018	Common Stock	52,000	$0(3)	0.0000	D
Stock Option (right to buy)	$23.45	11/03/2009		D			62,400	04/24/2010(3)	04/23/2019	Common Stock	62,400	$0(3)	0.0000	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. 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.

3. 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 equivalent number of shares of Surviving Corporation Common Stock at the same exercise price as applied prior to the Transactions.

	Debra A. Bollwage as Attorney-in-Fact for Mirian M. Graddick-Weir	11/04/2009
	** Signature of Reporting Person	Date
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