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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MERGE HEALTHCARE INC [ MRGE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/20/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 12/20/2012 | J(1) | 10,860,522 | D | $0(1) | 0 | I | See footnote(2) | ||
Common Stock | 12/20/2012 | J(1) | 2,896,142 | A | $0(1) | 4,925,441 | I | See footnote(3) | ||
Common Stock | 12/20/2012 | J(1) | 7,964,380 | A | $0(1) | 24,012,032 | I | See footnote(4) | ||
Common Stock | 12/20/2012 | J(5) | 23,822,466 | D | $0(5) | 189,566 | I | See footnote(4) | ||
Common Stock | 12/20/2012 | J(5) | 14,293,481 | A | $0(5) | 14,293,481 | D | |||
Common Stock | 12/20/2012 | J(5) | 9,528,985 | A | $0(5) | 9,528,985 | I | See Footnote(6) | ||
Common Stock | 12/20/2012 | J(7) | 14,293,481 | D | (7) | 0 | D | |||
Common Stock | 12/20/2012 | J(8) | 9,528,985 | D | (8) | 0 | I | See Footnote(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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. Distribution by Merrick RIS, LLC ("RIS") for no consideration to its direct and indirect owners. |
2. Indirectly owned by Michael W. Ferro, Jr. ("Mr. Ferro"). Mr. Ferro is the Chairman and Chief Executive Officer of RIS. Mr. Ferro and trusts for the benefit of Mr. Ferro's family members own a majority of the equity interests in RIS. As a result of the foregoing, Mr. Ferro indirectly controls all shares of Merge common stock owned by RIS. Mr. Ferro disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
3. Directly owned by Merrick Ventures, LLC ("Merrick Ventures") and indirectly owned by Mr. Ferro. Mr. Ferro and trusts for the benefit of Mr. Ferro's family members own a majority of the equity interests in Merrick Ventures. Mr. Ferro is the Chairman and Chief Executive Officer of Merrick Ventures. As a result of the foregoing, Mr. Ferro indirectly controls all shares of Merge common stock owned by Merrick Ventures. Mr. Ferro disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
4. Directly owned by Merrick Venture Management, LLC ("MVM") and indirectly owned by Mr. Ferro. Mr. Ferro is the Chief Executive Officer and Managing Member of MVM. Mr. Ferro and trusts for the benefit of Mr. Ferro's family members own all of the equity interets in MVM. As a result of the foregoing, Mr. Ferro indirectly controls all shares of Merge common stock owned by MVM. Mr. Ferro disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
5. Distribution by MVM for no consideration to its direct and indirect owners. |
6. Indirectly owned by Mr. Ferro through a trust for the benefit of Mr. Ferro's family ("Family Trust"). Mr. Ferro disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
7. Contribution by Mr. Ferro to Merrick Venture Management Holdings, LLC ("MVMH") in consideration for 60% of the ownership interest in MVMH and a promissory note. |
8. Contribution by Family Trust in consideration for 40% of the ownership interest in MVMH and a promissory note. |
Remarks: |
/s/ Julie Ann B. Schumitsch, by Power of Attorney for Michael W. Ferro, Jr. | 12/26/2012 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |