SEC Form 4 · accession 0001140361-15-037786

MERGE HEALTHCARE INC · MRGE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

GUGGENHEIM CAPITAL LLC

10% Owner

Guggenheim Partners, LLC

10% Owner

Guggenheim Partners Investment Management, LLC

10% Owner

Guggenheim Partners Investment Management Holdings, LLC

10% Owner

Period of report

Oct 13, 2015

Accepted (ET)

Oct 15, 2015 · 9:19 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000944765

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F3,F8	Oct 13, 2015	C	8,963,302	—	A	8,963,302	I	See footnotes
Common Stock^F1,F4,F8	Oct 13, 2015	C	2,202,299	—	A	2,202,299	I	See footnotes
Common Stock^F1,F5,F8	Oct 13, 2015	C	110,236	—	A	110,236	I	See footnotes
Common Stock^F1,F6,F8	Oct 13, 2015	C	27,861	—	A	27,861	I	See footnotes
Common Stock^F1,F7,F8	Oct 13, 2015	C	810,157	—	A	810,157	I	See footnotes
Common Stock^F2,F3,F8	Oct 13, 2015	U	8,963,302	$7.13	D	0	I	See footnotes
Common Stock^F2,F4,F8	Oct 13, 2015	U	2,202,299	$7.13	D	0	I	See footnotes
Common Stock^F2,F5,F8	Oct 13, 2015	U	110,236	$7.13	D	0	I	See footnotes
Common Stock^F2,F6,F8	Oct 13, 2015	U	27,861	$7.13	D	0	I	See footnotes
Common Stock^F2,F7,F8	Oct 13, 2015	U	810,157	$7.13	D	0	I	See footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Convertible Preferred Stock^F3,F8,F1	—	Oct 13, 2015	C	36,996	A	Feb 25, 2015	—	Common Stock	8,963,302	I
Series A Convertible Preferred Stock^F4,F8,F1	—	Oct 13, 2015	C	9,090	A	Feb 25, 2015	—	Common Stock	2,202,299	I
Series A Convertible Preferred Stock^F5,F8,F1	—	Oct 13, 2015	C	455	A	Feb 25, 2015	—	Common Stock	110,236	I
Series A Convertible Preferred Stock^F6,F8,F1	—	Oct 13, 2015	C	115	A	Feb 25, 2015	—	Common Stock	27,861	I
Series A Convertible Preferred Stock^F7,F8,F1	—	Oct 13, 2015	C	3,344	A	Feb 25, 2015	—	Common Stock	810,157	I

Explanation of responses

F1Each share of Preferred Stock was converted into a number of shares of Common Stock calculated by dividing (i) the liquidation value of $1,000 per share of Preferred Stock plus the accrued but unpaid dividends on the Preferred Stock by (ii) a conversion price of $4.14. Each share of Preferred Stock was convertible at any time, at the holder's election, and had no expiration date.
F2These shares of Common Stock were disposed of pursuant to merger agreement between the Issuer and International Business Machines Corporation in exchange for the right to receive $7.13 in cash at the effective time of the merger.
F3Held directly by Guggenheim Private Debt Fund Note Issuer, LLC ("GPDF"). Guggenheim Partners Investment Management, LLC ("GPIM") serves as manager to GPDF.
F4Held directly by NZC Guggenheim Fund LLC ("NZCG"). GPIM serves as manager to NZCG.
F5Held directly by Maverick Enterprises, Inc. ("Maverick"). GPIM serves as investment manager to Maverick.
F6Held directly by Verger Capital Fund LLC ("Verger"). GPIM serves as sub-advisor to Verger.
F7Held directly by Guggenheim Private Debt Master Fund, LLC ("GPDMF"). GPIM serves as manager to GPDMF.
F8Guggenheim 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 shares of Common Stock and 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 shares of Common Stock or Preferred Stock for purposes of Section 16 of the Exchange Act or for any other purpose.