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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Merrick RIS, LLC 233 NORTH MICHIGAN AVENUE SUITE 2330 CHICAGO, IL 60601 |
X | |||
FERRO MICHAEL W JR 233 NORTH MICHIGAN AVENUE SUITE 2330 CHICAGO, IL 60601 |
X | X |
Julie Ann B. Schumitsch, by Power of Attorney for Merrick RIS, LLC | 09/23/2010 | |
**Signature of Reporting Person | Date | |
Julie Ann B. Schumitsch, by Power of Attorney for Michael W. Ferro, Jr. | 09/23/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On April 27, 2010, Merge Healthcare Incorporated issued an aggregate of 41,750 shares of Series A Non-voting Preferred Stock, par value $0.01 per share and 7,515,000 shares of its Common Stock, par value $0.01 per share, for a total purchase price of approximately $41,750,000. |
(2) | Shares issued to and held by Merrick Healthcare Solutions, LLC, an Indiana limited liability company ("Merrick Healthcare") as consideration of the purchase price of the acquisition by Merge Healthcare Incorporated of the assets of and relating to the Olivia Greets business line previously owned by Merrick Healthcare, a subsidiary operation of Merrick Ventures, LLC, a private investment firm, of which Merrick RIS is also a subsidiary. Merrick RIS is not a beneficial owner of these shares held by Merrick Healthcare. |
Remarks: The reporting persons are Merrick RIS, LLC ("Merrick"), a Delaware limited liability company, and Michael W. Ferro, Jr. ("Mr. Ferro"), the Chairman of the Board of Directors of Merge Healthcare Incorporated ("Merge"). Mr. Ferro has sole voting and investment power with respect to the Merge Common Stock held by Merrick and, accordingly, may be deemed for purposes of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended, the beneficial owner of securities held by Merrick. The address of the reporting persons is 233 North Michigan Avenue, Suite 2330, Chicago, Illinois 60601. |