Edgar Filing: Bowles Richard S III

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 ^*

Bowles Richard S III

2. Issuer Name and Ticker or Trading Symbol
Merck & Co. Inc. [(MRK)]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Ex.VP&ChiefComp.Off.

(Last)

(First)

(Middle)

ONE MERCK DRIVE, P.O. BOX 100

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

(Street)

WHITEHOUSE STATION, NJ 08889-0100

4. If Amendment, Date Original Filed(Month/Day/Year)
11/06/2009

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)
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		A		10,614 ⁽¹⁾	A	$ 0	60,469 ⁽²⁾	D
Common Stock	11/03/2009		A		9,100 ⁽³⁾	A	$ 0	69,569 ⁽²⁾	D

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bowles Richard S III ONE MERCK DRIVE P.O. BOX 100 WHITEHOUSE STATION, NJ 08889-0100			Ex.VP&ChiefComp.Off.

Signatures

Debra A. Bollwage as Attorney-in-Fact for Richard S. Bowles, III		01/29/2010
^**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)	Distribution of net after tax shares of common stock from performance-based share units granted on February 26, 2007. Pursuant to the terms of the Issuer's 2006 Stock Incentive Plan, the shares vested upon the completion of the transactions contemplated by the Agreement and Plan of Merger by and among, inter alia, Merck Sharp & Dohme Corp.(formerly Merck & Co., Inc.) and Merck & Co., Inc. (formerly Schering-Plough Corporation)(the "Transaction").
(2)	Reflects beneficial ownership as of November 3, 2009.
(3)	Pursuant to the terms of the Issuer's 2006 Stock Incentive Plan, the shares will become payable on December 31, 2011 provided that the reporting person remains continuously employed by the Issuer through that date, or, if sooner, upon the reporting person's involuntary termination of employment other than for cause.
Remarks: This Amended Form 4 is being filed to include (1) the settlement in common stock of the Issuer of performance share units that vested and became payable as a result of the Transaction; and (2) the satisfaction of performance criteria attributable to performance share units that continue to be subject to service conditions.

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