Form 4 FRAZIER KENNETH C For: Nov 03 (10K)

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, 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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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^*

FRAZIER KENNETH C

(Last)

(First)

(Middle)

ONE MERCK DRIVE, WHITEHOUSE STATION

(Street)

08889-0100

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec. VP & President, GHH

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		100,786.3549	D	$ 0 ⁽¹⁾	0	D
Common Stock-401(k) Plan	11/03/2009		J		2,475.4088	D	$ 0 ⁽²⁾	0	I	By 401(k)

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

Restricted Stock Unit

⁽³⁾

11/03/2009

25,000

08/01/2010⁽³⁾

Common Stock

25,000

$ 0

RSU - Leader Shares

⁽³⁾

11/03/2009

14,000

03/02/2010⁽³⁾

Common Stock

14,000

$ 0

Stock Option (right to buy)

$ 58.9105

11/03/2009

94,949

03/01/2003⁽⁴⁾

02/29/2012

Common Stock

94,949

$ 0 ⁽⁴⁾

Stock Option (right to buy)

$ 49.9626

11/03/2009

105,499

02/28/2004⁽⁴⁾

02/27/2013

Common Stock

105,499

$ 0 ⁽⁴⁾

Stock Option (right to buy)

$ 62.0859

11/03/2009

89,674

02/22/2005⁽⁵⁾

02/21/2010

Common Stock

89,674

$ 0 ⁽⁵⁾

Stock Option (right to buy)

$ 48.24

11/03/2009

45,000

02/27/2005⁽⁴⁾

02/26/2014

Common Stock

45,000

$ 0 ⁽⁴⁾

Stock Option (right to buy)

$ 31.84

11/03/2009

42,500

02/25/2006⁽⁴⁾

02/24/2015

Common Stock

42,500

$ 0 ⁽⁴⁾

Stock Option (right to buy)

$ 75.7638

11/03/2009

89,674

03/02/2006⁽⁵⁾

03/01/2011

Common Stock

89,674

$ 0 ⁽⁵⁾

Stock Option (right to buy)

$ 35.09

11/03/2009

112,000

03/03/2007⁽⁴⁾

03/02/2016

Common Stock

112,000

$ 0 ⁽⁴⁾

Stock Option (right to buy)

$ 44.19

11/03/2009

131,040

03/02/2008⁽⁴⁾

03/01/2017

Common Stock

131,040

$ 0 ⁽⁴⁾

Stock Option (right to buy)

$ 51.02

11/03/2009

60,000

08/01/2008⁽⁴⁾

07/31/2017

Common Stock

80,000

$ 0 ⁽⁴⁾

Stock Option (right to buy)

$ 44.3

11/03/2009

252,000

02/28/2009⁽⁴⁾

02/28/2018

Common Stock

252,000

$ 0 ⁽⁴⁾

Stock Option (right to buy)

$ 23.45

11/03/2009

280,000

04/24/2010⁽⁴⁾

04/23/2019

Common Stock

280,000

$ 0 ⁽⁴⁾

Explanation of Responses:

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 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.

4. This option to purchase shares of Old Merck common stock, which vesting in the 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.

5. This option to purchase shares of Old Merck common stock, which vesting on the excercisable 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.

	/s/ Debra A. Bollwage as Attorney-in-Fact for Kenneth C. Frazier	11/04/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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