Cech Thomas R 4
4 · MERCK SHARP & DOHME CORP. · Filed Nov 4, 2009
Insider Transaction Report
Form 4
Cech Thomas R
Director
Transactions
- Disposition to Issuer
Common Stock
2009-11-03−600→ 0 total - Disposition to Issuer
Phantom Stock
2009-11-03−1,942.276→ 0 totalExercise: $0.00→ Common Stock (1,942.276 underlying)
Footnotes (2)
- [F1]Disposal 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 equivalent 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.
- [F2]Each share of phantom stock is the economic equivalent of one share of Old Merck common stock, and was granted under the Plan for Deferred Payment of Directors Compensation. The Plan for Deferred Payment of Directors Compensation will be continued after the Transactions and each share of phantom stock will have the economic equivalent of one share of Surviving Corporation Common Stock.