0001140361-13-013069.txt : 20130318
0001140361-13-013069.hdr.sgml : 20130318
20130318220005
ACCESSION NUMBER: 0001140361-13-013069
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130314
FILED AS OF DATE: 20130318
DATE AS OF CHANGE: 20130318
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MERGE HEALTHCARE INC
CENTRAL INDEX KEY: 0000944765
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 391600938
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 200 E. RANDOLPH STREET
STREET 2: 24TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60601-3436
BUSINESS PHONE: 312-565-6868
MAIL ADDRESS:
STREET 1: 200 E. RANDOLPH STREET
STREET 2: 24TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60601-3436
FORMER COMPANY:
FORMER CONFORMED NAME: MERGE HEALTHCARE Inc
DATE OF NAME CHANGE: 20081217
FORMER COMPANY:
FORMER CONFORMED NAME: MERGE HEALTHCARE INC
DATE OF NAME CHANGE: 20080221
FORMER COMPANY:
FORMER CONFORMED NAME: MERGE TECHNOLOGIES INC
DATE OF NAME CHANGE: 19971030
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FERRO MICHAEL W JR
CENTRAL INDEX KEY: 0001163431
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33006
FILM NUMBER: 13699753
MAIL ADDRESS:
STREET 1: 233 NORTH MICHIGAN AVENUE
STREET 2: 22ND FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60601
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Merrick Venture Management, LLC
CENTRAL INDEX KEY: 0001557978
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33006
FILM NUMBER: 13699754
BUSINESS ADDRESS:
STREET 1: 350 NORTH ORLEANS STREET
STREET 2: 10TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60654
BUSINESS PHONE: 312-994-9494
MAIL ADDRESS:
STREET 1: 350 NORTH ORLEANS STREET
STREET 2: 10TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60654
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MERRICK VENTURE MANAGEMENT HOLDINGS, LLC
CENTRAL INDEX KEY: 0001565594
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33006
FILM NUMBER: 13699755
BUSINESS ADDRESS:
STREET 1: 350 N. ORLEANS STREET, 10TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60654
BUSINESS PHONE: (312) 994-9494
MAIL ADDRESS:
STREET 1: 350 N. ORLEANS STREET, 10TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60654
4
1
doc1.xml
FORM 4
X0306
4
2013-03-14
0
0000944765
MERGE HEALTHCARE INC
MRGE
0001565594
MERRICK VENTURE MANAGEMENT HOLDINGS, LLC
350 NORTH ORLEANS STREET,
10TH FLOOR
CHICAGO
IL
60654
1
0
1
0
0001557978
Merrick Venture Management, LLC
350 NORTH ORLEANS STREET
10TH FLOOR
CHICAGO
IL
60654
0
0
1
0
0001163431
FERRO MICHAEL W JR
350 NORTH ORLEANS STREET, 10TH FLOOR
CHICAGO
IL
60654
1
0
1
0
Common Stock
2013-03-18
4
D
0
1716609
2.7899
D
22105857
D
Common Stock
2013-03-18
4
D
0
189566
2.7899
D
0
D
Common Stock
2013-03-18
4
D
0
0
0
D
27631298
I
See footnote
Put option (right to sell)
2.7899
2013-03-14
4
P
0
1
0
A
2013-03-14
2013-03-29
Common stock
1906175
1
D
Put option (right to sell)
2.7899
2013-03-18
4
C
0
1
0
D
2013-03-14
2013-03-29
Common stock
1906175
0
D
Merrick Venture Management Holdings, LLC ("Holdings") disposed of the common stock disclosed herein in connection with the exercise of the derivative securities owned by its affiliate, Merrick Venture Management, LLC ("MVM") and disclosed on Table II of this Form 4, in settlement of a debt of MVM as described in footnote 5 below.
MVM disposed of the common stock disclosed herein in connection with the exercise of the derivative securities owned by it and disclosed on Table II of this Form 4.
As described in footnote 4 below, Mr. Ferro may be deemed to have beneficially owned the securities disposed of by Holdings and MVM in the transaction described above.
Mr. Ferro may be deemed to beneficially own the securities disposed of by Holdings and MVM disclosed in this Form 4. Mr. Ferro is the Managing Member of Holdings, and he and trusts for the benefit of his family members own all of the equity interests in Holdings. As a result of the foregoing, Mr. Ferro indirectly controlled the securities disclosed herein that were owned by Holdings. Mr. Ferro disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. In addition, Mr. Ferro is the Chief Executive Officer and Managing Member of MVM, and he and trusts for the benefit of his family members own all of the equity interests in MVM. As a result of the foregoing, Mr. Ferro indirectly controls the securities disclosed herein that were owned by MVM. Mr. Ferro disclaims beneficial ownership of the securities owned by MVM and disclosed herein except to the extent of his pecuniary interest therein.
Includes 4,925,441 shares of Merge common stock owned by Merrick Ventures, LLC. Mr. Ferro disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Includes 600,000 options to purchase Merge common stock currently exercisable or exercisable within sixty (60) days of the date hereof.
MVM obtained the right to deliver shares of common stock in settlement of the outstanding balance of a promissory note entered into by MVM in exchange for securities of a private company and the delivery of shares of common stock in settlement thereof.
Directly owned by MVM and indirectly owned by Mr. Ferro. For an explanation of Mr. Ferro's indirect ownership of the derivative securities described herein, see footnote 4 above.
/s/ Michael W. Ferro, Jr. for MERRICK VENTURE MANAGEMENT HOLDINGS, LLC
2013-03-18
/s/ Michael W. Ferro, Jr. for MERRICK VENTURE MANAGEMENT, LLC
2013-03-18
/s/ Michael W. Ferro, Jr.
2013-03-18