SEC Form 4 · accession 0001209191-15-075633

MERGE HEALTHCARE INC · MRGE

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

Reporting owner

William J Devers Jr.

Director

Period of report

Oct 13, 2015

Accepted (ET)

Oct 15, 2015 · 8:35 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	D/I	Nature of ownership
Common Stock^F1	Oct 13, 2015	D	48,246	$7.13	D	D
Restricted Common Stock^F2	Oct 13, 2015	D	23,585	$7.13	D	D
Restricted Common Stock^F3	Oct 13, 2015	D	1,769	$7.13	D	D
Common Stock^F1,F4	Oct 13, 2015	D	302,397	$7.13	D	I	Partnership
Common Stock^F5	Oct 13, 2015	G	110,000	$7.13	D	I	Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options^F6	$2.49	Oct 13, 2015	D	225,000	D	—	Feb 20, 2020	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 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 to the extent of one fourth of such shares on each of September 17, 2015, December 17, 2015, March 17, 2016 and June 17, 2016, as set forth in the Reporting Person's RSA agreement. Pursuant to the Merger, the remaining shares outstanding under the RSA were cancelled in exchange for a cash payment equal to the Merger Consideration.
F4Shares of Common Stock held by Devers Holdings LP, a limited partnership, of which Mr. Devers is a limited partner.
F5Shares of Common Stock held by the Katherine L. Devers Trust, the beneficial ownership of which Mr. Devers disclaims.
F6This Nonqualified Stock Option granted on February 21, 2014, which vested in four (4) equal annual installments to purchase 56,250 shares of Common Stock on each of February 21, 2015, February 21, 2016, February 21, 2017 and February 21, 2018, was cancelled at the effective time of the Merger in exchange for a cash payment of $1,044,000, representing the difference between the exercise price of the option and the Merger Consideration.