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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 | A | 54,513.22 | (3) | (3) | Common Stock | 54,513.22 | $ 0 | 0 | D | ||||
| Restricted Stock Unit | (4) | 11/03/2009 | A | 60,000 | 03/02/2010(4) | 03/02/2010(4) | Common Stock | 60,000 | $ 0 | 0 | D | ||||
| Restricted Stock Unit | (4) | 11/03/2009 | A | 61,500 | 02/28/2011(4) | 02/28/2011(4) | Common Stock | 61,500 | $ 0 | 0 | D | ||||
| Restricted Stock Unit | (4) | 11/03/2009 | A | 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 | A | 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 | A | 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 | A | 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 | A | 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 | A | 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 | A | 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 | A | 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 | A | 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 | A | 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 | A | 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 | A | 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 | 11/05/2009 | |
| **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) | Received in exchange for an equivalent number of shares of Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.) ("MSD") common stock in connection with the completion of transactions contemplated by the Agreement and Plan of Merger by and among, inter alia, MSD and Merck & Co., Inc. (formerly Schering-Plough Corporation) (the "Transactions"). |
| (2) | Received as part of the Transactions in exchange for an equivalent number of shares of MSD common stock held under the MSD 401(k) plan. |
| (3) | Each share of phantom stock is the economic equivalent of one share of Merck & Co., Inc. Common Stock, pursuant to the Merck Deferral Plan, and was exchanged for an equal number of shares of phantom stock of MSD in connection with the Transactions. |
| (4) | Each restricted stock unit represents a contingent right to receive one share of Merck & Co., Inc. Common Stock which was assumed and converted from a restricted stock unit to receive an equivalent number of shares of MSD common stock prior to the Transactions. The restricted stock units described herein vest upon the same vesting schedule. |
| (5) | This option vests in three equal annual installments beginning one year from date of grant, was assumed in the Transaction and continued on the same terms and conditions for an option to purchase an equivalent number of shares of MSD common stock at the same exercise price as applied prior to the merger. |
| (6) | This option vests on the exercisable date, was assumed in the Transaction and continued on the same terms and conditions for an option to purchase an equivalent number of shares of MSD common stock at the same exercise price as applied prior to the merger. |