Sec Form 4 Filing - KOEHLER STEVEN H @ Merck & Co. Inc. - 2009-11-03

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 KOEHLER STEVEN H 2. Issuer Name and Ticker or Trading Symbol Merck & Co. Inc. [ SGP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President and Controller (Last) (First) (Middle) SCHERING-PLOUGH CORPORATION, 2000 GALLOPING HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2009 (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 11/03/2009 D 10,619 D 0 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 Deferred Stock Unit Award $ 0 ( 2 ) 11/03/2009 D 20,000 ( 3 ) ( 4 ) Common Shares 20,000 ( 4 ) 0 D Option (right to buy) $ 19.33 11/03/2009 D 75,000 ( 5 ) 03/19/2013 Common Shares 75,000 ( 6 ) 0 D Option (right to buy) $ 19.23 11/03/2009 D 50,000 ( 5 ) 05/18/2013 Common Shares 50,000 ( 6 ) 0 D Option (right to buy) $ 31.57 11/03/2009 D 80,000 ( 5 ) 04/30/2014 Common Shares 80,000 ( 6 ) 0 D Option (right to buy) $ 18.85 11/03/2009 D 58,000 ( 5 ) 04/30/2015 Common Shares 58,000 ( 6 ) 0 D Option (right to buy) $ 22.91 11/03/2009 D 57,300 ( 5 ) 04/30/2016 Common Shares 57,300 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KOEHLER STEVEN H SCHERING-PLOUGH CORPORATION 2000 GALLOPING HILL ROAD KENILWORTH, NJ07033 Vice President and Controller Signatures /s/ Michael Pressman attorney-in-fact for Steven H. Koehler 11/04/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the agreement and plan of merger ("Merger Agreement") between the Issuer and Merck & Co., Inc. ("Merger"), upon closing of the Merger, each common share of the Issuer was converted into 0.5767 shares of Merck & Co., Inc. common stock and $10.50 in cash. ( 2 )Each deferred stock unit ("DSU") is the economic equivalent of one share of common stock. ( 3 )Pursuant to the Merger Agreement, upon closing of the Merger, the DSU's were converted into DSU's over common shares of Merck & Co., Inc. in accordance with the exchange ratio set forth in the Merger Agreement. ( 4 )In connection with the Merger, the DSU's will be paid to the reporting person in accordance with the terms of the Issuer's 2006 Stock Incentive Plan. ( 5 )The options vested and became exercisable (or will vest and become exercisable) on varying dates pursuant to the terms of the plans under which they were granted. Options that had not vested prior to the Merger, vested upon the closing of the Merger or will vest upon the reporting person's termination of employment thereafter. ( 6 )Pursuant to the Merger Agreement, upon closing of the Merger, the option was converted into an option to purchase common shares of Merck & Co., Inc. in accordance with the exchange ratio set forth in the Merger Agreement.

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).

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