X0206 3 2015-02-25 0 0000944765 MERGE HEALTHCARE INC MRGE 0001283072 GUGGENHEIM CAPITAL LLC 227 WEST MONROE SUITE 4900 CHICAGO IL 60606 0 0 1 0 0001425498 Guggenheim Partners, LLC 135 EAST 57TH STREET NEW YORK NY 10022 0 0 1 0 0001581086 Guggenheim Partners Investment Management Holdings, LLC 227 W MONROE ST STE 4800 CHICAGO IL 60606 0 0 1 0 0001425852 Guggenheim Partners Investment Management, LLC 100 WILSHIRE BOULEVARD, &NBSP5TH FLOOR SANTA MONICA CA 90401 0 0 1 0 Series A Convertible Preferred Stock 2015-02-25 Common Stock 9744127 I See footnotes Series A Convertible Preferred Stock 2015-02-25 Common Stock 2195690 I See footnotes Series A Convertible Preferred Stock 2015-02-25 Common Stock 109905 I See footnotes Series A Convertible Preferred Stock 2015-02-25 Common Stock 27778 I See footnotes Each share of Series A Convertible Preferred Stock ("Preferred Stock") is convertible at any time, at the holder's election, and has no expiration date. The Preferred Stock is convertible into a number of shares of common stock of the Issuer ("Common Stock") equal to the quotient determined by dividing (i) the sum of $1,000 plus any unpaid dividends on the Preferred Stock at such time, by (ii) the Conversion Price then in effect, except that, without prior stockholder approval, the Preferred Stock shall not be convertible into more than 19.99% of the shares of Common Stock outstanding immediately prior to the date of issuance of the Preferred Stock. The initial Conversion Price is $4.14, and may be adjusted from time to time pursuant to the Certificate of Designation of Series A Convertible Preferred Stock. Based on this initial Conversion Price, each share of Preferred Stock is initially convertible into 241.55 shares of Common Stock. These shares of Preferred Stock are held directly by Guggenheim Private Debt Fund Note Issuer, LLC ("GPDF"). Guggenheim Partners Investment Management, LLC ("GPIM") serves as manager to GPDF. These shares of Preferred Stock are held directly by NZC Guggenheim Fund LLC ("NZCG"). GPIM serves as manager to NZCG. These shares of Preferred Stock are held directly by Maverick Enterprises, Inc. ("Maverick"). GPIM serves as investment manager to Maverick. These shares of Preferred Stock are held directly by Verger Capital Fund LLC ("Verger"). GPIM serves as sub-advisor to Verger. 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 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 Preferred Stock for purposes of Section 16 of the Exchange Act or for any other purpose. Guggenheim Capital, LLC By: Robert Saperstein, Managing Director /s/ Robert Saperstein 2015-03-09 Guggenheim Partners, LLC By: Guggenheim Capital, LLC, parent company By: Robert Saperstein, Managing Director /s/ Robert Saperstein 2015-03-09 Guggenheim Partners Investment Management Holdings LLC By: Guggenheim Capital, LLC, parent company By: Robert Saperstein, Managing Director /s/ Robert Saperstein 2015-03-09 Guggenheim Partners Investment Management, LLC By: Guggenheim Capital LLC, parent company By: Robert Saperstein, Managing Director /s/ Robert Saperstein 2015-03-09