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^*

SHENK THOMAS E

(Last)

(First)

(Middle)

PRINCETON UNIVERSITY, DEPT. OF MOLECULAR

WASHINGTON ROAD

(Street)

PRINCETON

08544

(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
	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)
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		1,000	D	$0⁽¹⁾	0	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)
Phantom Stock	$0⁽²⁾	11/03/2009		D			9,993.3995	⁽²⁾	⁽²⁾	Common Stock	9,993.3995	$0	0	D
Stock Option (right to buy)	$51.6024	11/03/2009		D			5,275	04/26/2003⁽³⁾	04/25/2012	Common Stock	5,275	$0⁽³⁾	0	D
Stock Option (right to buy)	$53.8394	11/03/2009		D			5,275	04/28/2004⁽³⁾	04/27/2013	Common Stock	5,275	$0⁽³⁾	0	D
Stock Option (right to buy)	$47.23	11/03/2009		D			5,000	04/30/2005⁽³⁾	04/29/2014	Common Stock	5,000	$0⁽³⁾	0	D
Stock Option (right to buy)	$71.304	11/03/2009		D			5,275	04/27/2006⁽⁴⁾	04/26/2011	Common Stock	5,275	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$33.83	11/03/2009		D			5,000	04/29/2006⁽³⁾	04/28/2015	Common Stock	5,000	$0⁽³⁾	0	D
Stock Option (right to buy)	$34.44	11/03/2009		D			5,000	04/28/2007⁽³⁾	04/27/2016	Common Stock	5,000	$0⁽³⁾	0	D
Stock Option (right to buy)	$51.86	11/03/2009		D			5,000	04/27/2008⁽³⁾	04/26/2017	Common Stock	5,000	$0⁽³⁾	0	D
Stock Option (right to buy)	$38.04	11/03/2009		D			5,000	04/30/2009⁽³⁾	04/29/2018	Common Stock	5,000	$0⁽³⁾	0	D
Stock Option (right to buy)	$24.3	11/03/2009		D			5,000	05/01/2010⁽³⁾	04/30/2019	Common Stock	5,000	$0⁽³⁾	0	D

Explanation of Responses:

1. Disposal 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 equivalent 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 share of phantom stock is the economic equivalent of one share of Old Merck common stock, and was granted under the Plan for Deferred Payment of Directors Compensation. The Plan for Deferred Payment of Directors Compensation 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.

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.

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

Remarks:

	Debra A. Bollwage as Attorney-in-Fact for Thomas E. Shenk	11/04/2009
	** Signature of Reporting Person	Date
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