SEC FORM 4

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^*

GUGGENHEIM CAPITAL LLC

(Last)

(First)

(Middle)

227 WEST MONROE

SUITE 4900

(Street)

CHICAGO

60606

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
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	10/13/2015		C		8,963,302	A	⁽¹⁾	8,963,302	I	See footnotes⁽³⁾⁽⁸⁾
Common Stock	10/13/2015		C		2,202,299	A	⁽¹⁾	2,202,299	I	See footnotes⁽⁴⁾⁽⁸⁾
Common Stock	10/13/2015		C		110,236	A	⁽¹⁾	110,236	I	See footnotes⁽⁵⁾⁽⁸⁾
Common Stock	10/13/2015		C		27,861	A	⁽¹⁾	27,861	I	See footnotes⁽⁶⁾⁽⁸⁾
Common Stock	10/13/2015		C		810,157	A	⁽¹⁾	810,157	I	See footnotes⁽⁷⁾⁽⁸⁾
Common Stock	10/13/2015		U⁽²⁾		8,963,302	D	$7.13⁽²⁾	0	I	See footnotes⁽³⁾⁽⁸⁾
Common Stock	10/13/2015		U⁽²⁾		2,202,299	D	$7.13⁽²⁾	0	I	See footnotes⁽⁴⁾⁽⁸⁾
Common Stock	10/13/2015		U⁽²⁾		110,236	D	$7.13⁽²⁾	0	I	See footnotes⁽⁵⁾⁽⁸⁾
Common Stock	10/13/2015		U⁽²⁾		27,861	D	$7.13⁽²⁾	0	I	See footnotes⁽⁶⁾⁽⁸⁾
Common Stock	10/13/2015		U⁽²⁾		810,157	D	$7.13⁽²⁾	0	I	See footnotes⁽⁷⁾⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	10/13/2015		C		36,996		02/25/2015⁽¹⁾	⁽¹⁾	Common Stock	8,963,302	$0	0	I	See footnotes⁽³⁾⁽⁸⁾
Series A Convertible Preferred Stock	⁽¹⁾	10/13/2015		C		9,090		02/25/2015⁽¹⁾	⁽¹⁾	Common Stock	2,202,299	$0	0	I	See footnotes⁽⁴⁾⁽⁸⁾
Series A Convertible Preferred Stock	⁽¹⁾	10/13/2015		C		455		02/25/2015⁽¹⁾	⁽¹⁾	Common Stock	110,236	$0	0	I	See footnotes⁽⁵⁾⁽⁸⁾
Series A Convertible Preferred Stock	⁽¹⁾	10/13/2015		C		115		02/25/2015⁽¹⁾	⁽¹⁾	Common Stock	27,861	$0	0	I	See footnotes⁽⁶⁾⁽⁸⁾
Series A Convertible Preferred Stock	⁽¹⁾	10/13/2015		C		3,344		02/25/2015⁽¹⁾	⁽¹⁾	Common Stock	810,157	$0	0	I	See footnotes⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

GUGGENHEIM CAPITAL LLC

(Last)

(First)

(Middle)

227 WEST MONROE

SUITE 4900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Guggenheim Partners, LLC

(Last)

(First)

(Middle)

227 WEST MONROE STREET

SUITE 4900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Guggenheim Partners Investment Management Holdings, LLC

(Last)

(First)

(Middle)

330 MADISON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Guggenheim Partners Investment Management, LLC

(Last)

(First)

(Middle)

100 WILSHIRE BOULEVARD, 5TH FLOOR

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Preferred Stock was converted into a number of shares of Common Stock calculated by dividing (i) the liquidation value of $1,000 per share of Preferred Stock plus the accrued but unpaid dividends on the Preferred Stock by (ii) a conversion price of $4.14. Each share of Preferred Stock was convertible at any time, at the holder's election, and had no expiration date.

2. These shares of Common Stock were disposed of pursuant to merger agreement between the Issuer and International Business Machines Corporation in exchange for the right to receive $7.13 in cash at the effective time of the merger.

3. Held directly by Guggenheim Private Debt Fund Note Issuer, LLC ("GPDF"). Guggenheim Partners Investment Management, LLC ("GPIM") serves as manager to GPDF.

4. Held directly by NZC Guggenheim Fund LLC ("NZCG"). GPIM serves as manager to NZCG.

5. Held directly by Maverick Enterprises, Inc. ("Maverick"). GPIM serves as investment manager to Maverick.

6. Held directly by Verger Capital Fund LLC ("Verger"). GPIM serves as sub-advisor to Verger.

7. Held directly by Guggenheim Private Debt Master Fund, LLC ("GPDMF"). GPIM serves as manager to GPDMF.

8. Guggenheim Partners Investment Management Holdings, LLC ("GPIMH") is the majority owner of GPIM. Guggenheim Partners, LLC is the majority indirect owner of GPIMH. Guggenheim Capital, LLC is the majority owner of Guggenheim Partners, LLC. Each of the Reporting Persons disclaims beneficial ownership over the shares of Common Stock and Preferred Stock, except to the extent of its pecuniary interest therein, and this statement shall not be construed as an admission that such Reporting Person is the beneficial owner of any shares of Common Stock or Preferred Stock for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

	Guggenheim Capital, LLC By: Robert Saperstein, Managing Director /s/ Robert Saperstein	10/15/2015
	Guggenheim Partners, LLC By: Guggenheim Capital, LLC, parent company By: Robert Saperstein, Managing Director /s/ Robert Saperstein	10/15/2015
	Guggenheim Partners Investment Management Holdings LLC By: Guggenheim Capital, LLC, parent company By: Robert Saperstein, Managing Director /s/ Robert Saperstein	10/15/2015
	Guggenheim Partners Investment Management, LLC By: Guggenheim Capital LLC, parent company By: Robert Saperstein, Managing Director /s/ Robert Saperstein	10/15/2015
	** Signature of Reporting Person	Date
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