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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 350 NORTH ORLEANS STREET, 10TH FLOOR CHICAGO, IL 60654 |
X | |||
FERRO MICHAEL W JR 350 NORTH ORLEANS STREET, 10TH FLOOR CHICAGO, IL 60654 |
X | X |
/s/ Mark Harris, as Attorney-in-Fact | 05/11/2012 | |
**Signature of Reporting Person | Date | |
/s/ Mark Harris, as Attorney-in-Fact | 05/11/2012 | |
**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) | The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices between $2.73 and $2.94. 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. |