-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UQMjP+MtXCOyfJbQ4IhpIT/RbGCdKFEdr+CahsDkj6uReYDHW6Z7Y87+ys4qr5Om 3NhNVTco7c/Hxu9Bk8jlFQ== 0001225208-09-021698.txt : 20091104 0001225208-09-021698.hdr.sgml : 20091104 20091104210741 ACCESSION NUMBER: 0001225208-09-021698 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091103 FILED AS OF DATE: 20091104 DATE AS OF CHANGE: 20091104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THIER SAMUEL O MD CENTRAL INDEX KEY: 0001144773 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03305 FILM NUMBER: 091159248 MAIL ADDRESS: STREET 1: C/O CHARLES RIVER LABORATORIES STREET 2: 251 BALLARDVALE ST CITY: WILMINGTON STATE: MA ZIP: 01887 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MERCK SHARP & DOHME CORP. CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084231688 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 FORMER COMPANY: FORMER CONFORMED NAME: MERCK & CO INC DATE OF NAME CHANGE: 19920703 4 1 doc4.xml X0303 4 2009-11-03 1 0000064978 MERCK SHARP & DOHME CORP. MRK 0001144773 THIER SAMUEL O MD HARVARD MEDICAL SCHOOL, MA GENERAL HOSPI 55 FRUIT STREET, BULFINCH 370 BOSTON MA 02114 1 Common Stock 2009-11-03 4 D 0 20 0 D 0 D Phantom Stock 0 2009-11-03 4 D 0 37862.8785 0 D Common Stock 37862.8785 0 D Stock Option (right to buy) 51.6024 2009-11-03 4 D 0 5275 0 D 2003-04-26 2012-04-25 Common Stock 5275 0 D Stock Option (right to buy) 53.8394 2009-11-03 4 D 0 5275 0 D 2004-04-28 2013-04-27 Common Stock 5275 0 D Stock Option (right to buy) 65.8774 2009-11-03 4 D 0 5275 0 D 2005-04-28 2010-04-27 Common Stock 5275 0 D Stock Option (right to buy) 47.23 2009-11-03 4 D 0 5000 0 D 2005-04-30 2014-04-29 Common Stock 5000 0 D Stock Option (right to buy) 71.304 2009-11-03 4 D 0 5275 0 D 2006-04-27 2011-04-26 Common Stock 5275 0 D Stock Option (right to buy) 33.83 2009-11-03 4 D 0 5000 0 D 2006-04-29 2015-04-28 Common Stock 5000 0 D Stock Option (right to buy) 34.44 2009-11-03 4 D 0 5000 0 D 2007-04-28 2016-04-27 Common Stock 5000 0 D Stock Option (right to buy) 51.86 2009-11-03 4 D 0 5000 0 D 2008-04-27 2017-04-26 Common Stock 5000 0 D Stock Option (right to buy) 38.04 2009-11-03 4 D 0 5000 0 D 2009-04-30 2018-04-29 Common Stock 5000 0 D Stock Option (right to buy) 24.3 2009-11-03 4 D 0 5000 0 D 2010-05-01 2019-04-30 Common Stock 5000 0 D 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. 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. 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. 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. Debra A. Bollwage as Attorney-in-Fact for Samuel O. Thier 2009-11-04 -----END PRIVACY-ENHANCED MESSAGE-----