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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CLARK RICHARD T ONE MERCK DRIVE WHITEHOUSE STATION, NJ 08889-0100 |
X | Chairman, President and CEO | ||
| /s/ Debra A. Bollwage as Attorney-in-Fact for Richard T. Clark | 11/04/2009 | |
| **Signature of Reporting Person | Date |
| * | 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) | 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. |