SEC Form 4
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
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*
BROWN DENNIS

(Last) (First) (Middle)
350 NORTH ORLEANS STREET,
FIRST FLOOR

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MERGE HEALTHCARE INC [ MRGE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/18/2014
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)
Code V Amount (A) or (D) Price
Restricted Common Stock 06/16/2014 A 43,860(2) A $0.00 43,860 D
Restricted Common Stock 06/16/2014 A 15,351(4) A $0.00 15,351 D
Common Stock 260,427 I Trust(5)
Common Stock 151,500 I Trust(6)
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The purpose of this amendment is to reflect the revision in actual shares of Restricted Stock awarded. The original Form 4 submission incorrectly listed that 100,000 shares were granted, and the actual amount of shares granted in accordance with the Restricted Stock award is correctly reflected herein as 43,860.
2. Restricted Stock Award granted pursuant to the 2005 Equity Incentive Plan (a Rule 16b-3 shareholder approved employee benefit plan) of Merge Healthcare Incorporated. Restrictions on such shares shall lapse and such shares shall become immediately and fully vested on June 16, 2015, one year from date of grant, subject to additional terms and conditions as set forth in the restricted stock award agreement.
3. The purpose of this amendment is to reflect the revision in actual shares of Restricted Stock awarded. The original Form 4 submission incorrectly listed that 35,000 shares were granted, and the actual amount of shares granted in accordance with the Restricted Stock award is correctly reflected herein as 15,351.
4. Restricted Stock Award granted pursuant to the 2005 Equity Incentive Plan (a Rule 16b-3 shareholder approved employee benefit plan) of Merge Healthcare Incorporated. Restrictions on such shares shall lapse and such shares shall become immediately and fully vested to the extent of one fourth of such shares on each of September 16, 2014, December 16, 2014, March 16, 2015 and June 16, 2015, subject to additional terms and conditions as set forth in the restricted stock award agreement.
5. Shares of Merge Healthcare Incorporated Common Stock held by the Dennis Brown Revocable Trust u/a dated 09/09/1999, of which Mr. Brown is the trustee and the beneficiary, the beneficial ownership of which Mr. Brown disclaims.
6. Shares of Merge Healthcare Incorporated Common Stock held by the Maureen Brown 2012 Grantor Retained Annuity Trust, of which the spouse of Mr. Brown is the grantor and Mr. Brown is the trustee, the beneficial ownership of which Mr. Brown disclaims.
Remarks:
/s/ Julie Ann B. Schumitsch, by Power of Attorney for Dennis Brown 06/18/2014
** 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).
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