FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GUGGENHEIM CAPITAL LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/25/2015 

3. Issuer Name and Ticker or Trading Symbol

MERGE HEALTHCARE INC [MRGE]

(Last)        (First)        (Middle)

227 WEST MONROE, SUITE 4900

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

CHICAGO, IL 60606       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock   2/25/2015   (1)   (1) Common Stock   9744127   (2)   (2) I   See footnotes   (3) (7)
Series A Convertible Preferred Stock   2/25/2015   (1)   (1) Common Stock   2195690   (2)   (2) I   See footnotes   (4) (7)
Series A Convertible Preferred Stock   2/25/2015   (1)   (1) Common Stock   109905   (2)   (2) I   See footnotes   (5) (7)
Series A Convertible Preferred Stock   2/25/2015   (1)   (1) Common Stock   27778   (2)   (2) I   See footnotes   (6) (7)

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  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.
( 4)  These shares of Preferred Stock are held directly by NZC Guggenheim Fund LLC ("NZCG"). GPIM serves as manager to NZCG.
( 5)  These shares of Preferred Stock are held directly by Maverick Enterprises, Inc. ("Maverick"). GPIM serves as investment manager to Maverick.
( 6)  These shares of Preferred Stock are held directly by Verger Capital Fund LLC ("Verger"). GPIM serves as sub-advisor to Verger.
( 7)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GUGGENHEIM CAPITAL LLC
227 WEST MONROE
SUITE 4900
CHICAGO, IL 60606

X

Guggenheim Partners, LLC
135 EAST 57TH STREET
NEW YORK, NY 10022

X

Guggenheim Partners Investment Management Holdings, LLC
227 W MONROE ST
STE 4800
CHICAGO, IL 60606

X

Guggenheim Partners Investment Management, LLC
100 WILSHIRE BOULEVARD, &NBSP5TH FLOOR
SANTA MONICA, CA 90401

X


Signatures
Guggenheim Capital, LLC By: Robert Saperstein, Managing Director /s/ Robert Saperstein 3/9/2015
** Signature of Reporting Person Date

Guggenheim Partners, LLC By: Guggenheim Capital, LLC, parent company By: Robert Saperstein, Managing Director /s/ Robert Saperstein 3/9/2015
** Signature of Reporting Person Date

Guggenheim Partners Investment Management Holdings LLC By: Guggenheim Capital, LLC, parent company By: Robert Saperstein, Managing Director /s/ Robert Saperstein 3/9/2015
** Signature of Reporting Person Date

Guggenheim Partners Investment Management, LLC By: Guggenheim Capital LLC, parent company By: Robert Saperstein, Managing Director /s/ Robert Saperstein 3/9/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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