| 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) 05/10/2012 | ||||||||||||||||||||||||||
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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 | 05/10/2012 | P | 211,300 | A | $2.83(1) | 31,734,937 | D | |||
| Common Stock | 500,000 | I | See Footnote(2) | |||||||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices between $2.74 and $2.93. The reporting persons undertake to provide to Merge Healthcare Incorporated ("Merge"), any stockholder of Merge, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price set forth in this footnote. |
| 2. These shares were issued to Merrick Healthcare Solutions, LLC, an Indiana limited liability company ("Merrick Healthcare"), as consideration for the purchase price of the acquisition by Merge of the assets of, and relating to, the Olivia Greets business line previously owned by Merrick Healthcare. These shares were subsequently transferred from Merrick Healthcare to Merrick Ventures, LLC, a private investment firm ("Merrick Ventures"). Both Merrick Healthcare and Merrick RIS, LLC, a Delaware limited liability company ("Merrick RIS"), are majority-owned subsidiaries of Merrick Ventures. Merrick RIS is not a beneficial owner of these shares. |
| Remarks: |
| The reporting persons are Merrick RIS, a ten percent owner, and Michael W. Ferro, Jr., the Chairman of the Board of Directors of Merge and a ten percent owner ("Mr. Ferro"). Mr. Ferro is also the Chairman and Chief Executive Officer of Merrick RIS and Merrick Ventures. Mr. Ferro and trusts for the benefit of Mr. Ferro's family members beneficially own a majority of the equity interests in Merrick RIS and Merrick Ventures. As a result of the foregoing, Mr. Ferro indirectly controls all shares of Merge Common Stock owned by Merrick RIS and Merrick Ventures. Mr. Ferro disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The address of the reporting persons is 350 North Orleans Street, 10th Floor, Chicago, Illinois 60654. |
| /s/ Mark Harris, as Attorney-in-Fact | 05/10/2012 | |
| /s/ Mark Harris, as Attorney-in-Fact | 05/10/2012 | |
| ** 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. | ||