- Statement of Changes in Beneficial Ownership (4)
August 11 2010 - 5:26PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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February 28, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Merrick RIS, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
MERGE HEALTHCARE INC
[
MRGE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
233 NORTH MICHIGAN AVENUE, SUITE 2330
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/10/2010
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(Street)
CHICAGO, IL 60601
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/10/2010
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P
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600
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A
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$2.80
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30665737
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D
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Common Stock
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8/10/2010
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P
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300
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A
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$2.81
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30666037
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D
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Common Stock
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8/10/2010
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P
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2006
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A
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$2.82
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30668043
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D
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Common Stock
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8/10/2010
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P
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4894
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A
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$2.83
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30672937
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D
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Common Stock
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8/10/2010
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P
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1500
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A
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$2.84
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30674437
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D
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Common Stock
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8/10/2010
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P
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1400
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A
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$2.85
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30675837
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D
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Common Stock
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8/10/2010
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P
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500
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A
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$2.86
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30676337
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D
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Common Stock
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8/10/2010
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P
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7900
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A
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$2.87
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30684237
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D
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Common Stock
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8/10/2010
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P
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3700
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A
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$2.88
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30687937
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D
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Common Stock
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8/10/2010
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P
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2200
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A
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$2.89
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30690137
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D
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Common Stock
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8/10/2010
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P
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2800
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A
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$2.90
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30692937
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D
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Common Stock
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8/10/2010
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P
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1600
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A
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$2.91
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30694537
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D
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Common Stock
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8/10/2010
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P
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1800
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A
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$2.92
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30696337
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D
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Common Stock
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8/10/2010
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P
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1000
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A
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$2.93
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30697337
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D
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Common Stock
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8/10/2010
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P
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1000
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A
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$2.94
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30698337
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D
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Common Stock
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8/10/2010
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P
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100
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A
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$2.95
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30698437
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D
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Common Stock
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8/10/2010
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P
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100
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A
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$2.98
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30698537
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D
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Common Stock
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8/10/2010
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P
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600
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A
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$3.00
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30699137
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D
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Common Stock
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8/10/2010
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P
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900
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A
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$3.01
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30700037
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D
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Common Stock
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8/10/2010
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P
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1000
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A
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$3.03
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30701037
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D
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Common Stock
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8/10/2010
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P
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100
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A
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$3.04
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30701137
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D
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Series A Non-Voting Preferred Stock
(1)
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10000
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D
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Common Stock
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500000
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I
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Subsidiary Holding
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Merrick RIS, LLC
233 NORTH MICHIGAN AVENUE
SUITE 2330
CHICAGO, IL 60601
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X
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FERRO MICHAEL W JR
233 NORTH MICHIGAN AVENUE
SUITE 2330
CHICAGO, IL 60601
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X
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X
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Signatures
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Julie Ann B. Schumitsch, by Power of Attorney for Merrick RIS, LLC
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8/11/2010
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**
Signature of Reporting Person
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Date
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Julie Ann B. Schumitsch, by Power of Attorney for Michael W. Ferro, Jr.
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8/11/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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