SEC Form 4 · accession 0001209191-15-075627
MERGE HEALTHCARE INC · MRGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew M. Maloney
Director
Period of report
Oct 13, 2015
Accepted (ET)
Oct 15, 2015 · 8:29 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 StockF1 | Oct 13, 2015 | D | 43,860 | $7.13 | D | 0 | D | |
| Restricted Common StockF2 | Oct 13, 2015 | D | 23,585 | $7.13 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF3 | $3.28 | Oct 13, 2015 | D | 225,000 | D | — | May 23, 2018 | Common Stock | 225,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger dated as of August 6, 2015, by and among International Business Machines Corporation, Datong Acquisition Corp. and Issuer, Merge Healthcare Incorporated (the "Merger"), in which the Issuer's holders of common stock, as of the effective time of the Merger, October 13, 2015, were entitled to receive $7.13 per share of common stock (the "Merger Consideration").
- F2This Restricted Stock Award ("RSA") granted pursuant to the 2005 Equity Incentive Plan (a Rule 16b-3 shareholder approved employee benefit plan) of Issuer, provided for the restrictions on such shares to lapse with such shares becoming immediately and fully vested on June 17, 2016, subject to additional terms and conditions as set forth in the Reporting Person's RSA agreement. Pursuant to the Merger, the shares outstanding under the RSA were cancelled in exchange for the Merger Consideration.
- F3This Nonqualified Stock Option granted on August 24, 2012, which vested in four (4) equal annual installments to purchase 56,250 shares of Common Stock on each of August 24, 2013, August 24, 2014, August 24, 2015 and August 24, 2016, was cancelled at the effective time of the Merger in exchange for a cash payment of $866,250, representing the difference between the exercise price of the option and the Merger Consideration.