Edgar Filing: Queisser Lori A.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Queisser Lori A.

2. Issuer Name and Ticker or Trading Symbol
Merck & Co. Inc. [SGP]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President

(Last)

(First)

(Middle)

SCHERING-PLOUGH CORPORATION, 2000 GALLOPING HILL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2009

(Street)

KENILWORTH, NJ 07033

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Stock Unit Award

$ 0 ⁽¹⁾

11/03/2009

10,000

⁽²⁾

⁽³⁾

Common Shares

10,000

⁽³⁾

Option (right to buy)

$ 23.24

11/03/2009

120,000

⁽⁴⁾

02/28/2014

Common Shares

120,000

⁽⁵⁾

Option (right to buy)

$ 31.57

11/03/2009

65,000

⁽⁴⁾

04/30/2014

Common Shares

65,000

⁽⁵⁾

Option (right to buy)

$ 18.85

11/03/2009

40,000

⁽⁴⁾

04/30/2015

Common Shares

40,000

⁽⁵⁾

Option (right to buy)

$ 22.91

11/03/2009

40,100

⁽⁴⁾

04/30/2016

Common Shares

40,100

⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Queisser Lori A. SCHERING-PLOUGH CORPORATION 2000 GALLOPING HILL ROAD KENILWORTH, NJ 07033			Senior Vice President

Signatures

/s/ Michael Pressman attorney-in-fact for Lori A. Queisser		11/04/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each deferred stock unit ("DSU") is the economic equivalent of one share of common stock.
(2)	The DSU's became vested upon the closing of the merger between the Issuer and Merck & Co., Inc. ("Merger").
(3)	In connection with the Merger, the cash value of the DSU's will be paid to the reporting person in accordance with the terms of the Issuer's 2006 Stock Incentive Plan.
(4)	The options vested and became exercisable on varying dates pursuant to the terms of the plans under which they were granted. Options that had not vested prior to the Merger, vested upon the closing of the Merger or the reporting person's termination of employment thereafter.
(5)	Pursuant to the Agreement and Plan of Merger between the Issuer and Merck & Co., Inc., ("Merger Agreement"), upon closing of the Merger, the option was converted into an option to purchase common shares of Merck & Co., Inc. in accordance with the exchange ratio set forth in the Merger Agreement.

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