Sec Form 4 Filing - CONNORS JOSEPH C @ SCHERING PLOUGH CORP - 2004-03-08

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
CONNORS JOSEPH C
2. Issuer Name and Ticker or Trading Symbol
SCHERING PLOUGH CORP [ SGP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
SCHERING-PLOUGH CORPORATION, 2000 GALLOPING HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2004
(Street)
KENILWORTH, NJ07033
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Shares 29,187 I ( 1 ) By Wife
Common Shares 165,410 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 18.2 03/08/2004 G V 225,000 ( 2 ) 02/22/2014 Common Shares 225,000 $ 18.2 225,000 I By Wife ( 3 )
Option (Right to Buy) $ 18.2 03/08/2004 G V 225,000 ( 2 ) 02/22/2014 Common Shares 225,000 $ 18.2 0 D
Deferred Stock Unit Award $ 0 ( 4 ) ( 5 ) ( 6 ) Common Shares 62,186 62,186 D
Option (right to buy) $ 17.85 ( 7 ) 02/23/2013 Common Shares 108,100 108,100 I By Wife
Option (right to buy) $ 17.85 02/25/2004 02/23/2013 Common Shares 138,000 138,000 I By Wife
Option (right to buy) $ 9.77 ( 8 ) 02/26/2005 Common Shares 25,760 25,760 D
Option (right to buy) $ 14.81 ( 9 ) 12/10/2005( 10 ) Common Shares 300,000 300,000 D
Option (right to buy) $ 13.97 ( 8 ) 02/25/2006 Common Shares 34,700 34,700 D
Option (right to buy) $ 19.81 ( 8 ) 02/23/2007 Common Shares 70,800 70,800 D
Option (right to buy) $ 38.13 ( 8 ) 02/22/2008 Common Shares 70,800 70,800 D
Option (right to buy) $ 53.06 ( 8 ) 02/21/2009 Common Shares 67,200 67,200 D
Option (right to buy) $ 37.75 ( 8 ) 02/21/2010 Common Shares 67,200 67,200 D
Option (right to buy) $ 45.04 ( 11 ) 09/24/2010( 12 ) Common Shares 260,000 260,000 D
Option (right to buy) $ 40.05 ( 8 ) 02/25/2011 Common Shares 138,000 138,000 D
Option (right to buy) $ 34.68 ( 8 ) 02/24/2012 Common Shares 138,000 138,000 D
Phantom Stock Units $ 0 ( 13 ) ( 14 ) ( 14 ) Common Shares 324,466.36 324,466.36 ( 15 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONNORS JOSEPH C
SCHERING-PLOUGH CORPORATION
2000 GALLOPING HILL ROAD
KENILWORTH, NJ07033
Executive Vice President
Signatures
/s/ Connors, Joseph C. 04/16/2004
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 2 )Granted under the Schering-Plough Corporation 2002 Stock Incentive Plan, and generally exercisable in one-third increments on February 24 of each 2005, 2006 and 2007 subject to the conditions of employment separation.
( 3 )Reporting person transferred the reported option to his wife.
( 4 )Not Applicable.
( 5 )Granted under the Stock Incentive Plans. Of the 62,186 shares, 32,186 vest and are distributed in twenty-percent increments from 2005 to 2008 and 30,000 vest and are distributed on February 23, 2007, in accordance with the Plans and subject to the conditions of employment separation.
( 6 )Not Applicable.
( 7 )Options were granted on February 24, 2003 and are exercisable in one-third increments on February 25 of each 2004, 2005 and 2006 subject to the conditions of employment separation.
( 8 )These options are currently exercisable.
( 9 )180,000 options are currently exercisable. 60,000 become exercisable on 12/12/2003 and 60,000 become exercisable on 12/12/2004 subject to the conditions of employment separation.
( 10 )The terms of the option grant provide that in the event of retirement under a retirement plan of the Issuer or a subsidiary: (i) on or after normal retirement date, 100% of the shares granted hereby shall become fully exercisable as of such retirement date; or (ii) on an early retirement date, the shares granted hereby shall become exercisable only to the extent approved by the Committee but in no event shall shares be exercisable hereunder if such early retirement is prior to December 12, 1996.
( 11 )Options were granted on September 25, 2000 and are exercisable in one-third increments on September 26 of each 2003, 2004 and 2005 subject to the conditions of employment separation.
( 12 )The terms of the option grant provide that in the event of retirement under a retirement plan of the Issuer or a subsidiary: (i) on or after normal retirement date, the shares granted hereby shall vest in accordance with the schedule set forth in Footnote 11 above; or (ii) on an early retirement date, the shares granted hereby shall become exercisable only to the extent approved by the Committee but in no event shall shares be exercisable hereunder if such early retirement is prior to September 26, 2003.
( 13 )1 for 1
( 14 )Includes grants under the Long-Term Performance Share Unit Incentive Plan and the Transformational Performance Contingent Shares Program. Vested shares of phantom stock become payable in cash upon the reporting person's termination of service as an employee of the Issuer.
( 15 )Includes 993.36 shares of phantom stock acquired pursuant to a dividend reinvestment feature of the Long-Term Performance Share Unit Incentive Plan and the Transformational Performance Contingent Shares Program.

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