X0306 4 2015-10-13 1 0000944765 MERGE HEALTHCARE INC MRGE 0001556458 Maloney Matthew M. 350 NORTH ORLEANS STREET, FIRST FLOOR CHICAGO IL 60654 1 0 0 0 Common Stock 2015-10-13 4 D 0 43860 7.13 D 0 D Restricted Common Stock 2015-10-13 4 D 0 23585 7.13 D 0 D Stock Options 3.28 2015-10-13 4 D 0 225000 3.85 D 2018-05-23 Common Stock 225000 0 D Disposed of pursuant to the Agreement and Plan of Merger dated as of August 6, 2015, by and among International Business Machines Corporation, Datong Acquisition Corp. and Issuer, Merge Healthcare Incorporated (the "Merger"), in which the Issuer's holders of common stock, as of the effective time of the Merger, October 13, 2015, were entitled to receive $7.13 per share of common stock (the "Merger Consideration"). This Restricted Stock Award ("RSA") granted pursuant to the 2005 Equity Incentive Plan (a Rule 16b-3 shareholder approved employee benefit plan) of Issuer, provided for the restrictions on such shares to lapse with such shares becoming immediately and fully vested on June 17, 2016, subject to additional terms and conditions as set forth in the Reporting Person's RSA agreement. Pursuant to the Merger, the shares outstanding under the RSA were cancelled in exchange for the Merger Consideration. This Nonqualified Stock Option granted on August 24, 2012, which vested in four (4) equal annual installments to purchase 56,250 shares of Common Stock on each of August 24, 2013, August 24, 2014, August 24, 2015 and August 24, 2016, was cancelled at the effective time of the Merger in exchange for a cash payment of $866,250, representing the difference between the exercise price of the option and the Merger Consideration. /s/ Julie Ann B. Schumitsch, by Power of Attorney for Matthew M. Maloney 2015-10-15