SEC Form 4 · accession 0001209191-15-075635
MERGE HEALTHCARE INC · MRGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Justin C Dearborn
Officer — Chief Executive Officer · Director
Period of report
Oct 13, 2015
Accepted (ET)
Oct 15, 2015 · 8:37 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 | 327,333 | $7.13 | D | 0 | D | |
| Restricted Common StockF2 | Oct 13, 2015 | D | 234,500 | — | 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 | $2.50 | Oct 13, 2015 | D | 400,000 | D | — | May 3, 2016 | Common Stock | 400,000 | 0 | D |
| Stock OptionsF4 | $2.67 | Oct 13, 2015 | D | 300,000 | D | — | May 8, 2018 | Common Stock | 300,000 | 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, originally provided for the restrictions on such shares to lapse to the extent of thirty three percent (33%) on each of November 5, 2014 and November 5, 2015, and thirty four percent (34%) on November 5, 2016, subject to additional terms and conditions 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, payable on the remaining vesting dates of November 5, 2015 ($823,515) and November 5, 2016 ($848,470), subject to the same additional terms and conditions as set forth in the Reporting Person's RSA agreement.
- F3This Nonqualified Stock Option granted on May 4, 2010, which vested in four (4) equal annual installments to purchase 100,000 shares of Common Stock on each of May 4, 2011, May 4, 2012, May 4, 2013 and May 4, 2014, was cancelled at the effective time of the Merger in exchange for a cash payment of $1,852,000, less applicable withholding taxes, representing the difference between the exercise price of the option and the Merger Consideration.
- F4This Nonqualified Stock Option granted on May 9, 2012, which vested in four (4) equal annual installments to purchase 75,000 shares of Common Stock on each of May 9, 2013, May 9, 2014, May 9, 2015 and May 9, 2016, was cancelled at the effective time of the Merger in exchange for a cash payment of $1,388,000, less applicable withholding taxes, representing the difference between the exercise price of the option and the Merger Consideration.