Sec Form 4 Filing - GUGGENHEIM CAPITAL LLC @ MERGE HEALTHCARE INC - 2015-10-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GUGGENHEIM CAPITAL LLC
2. Issuer Name and Ticker or Trading Symbol
MERGE HEALTHCARE INC [ MRGE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
227 WEST MONROE, SUITE 4900
3. Date of Earliest Transaction (MM/DD/YY)
10/13/2015
(Street)
CHICAGO, IL60606
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/13/2015 C 8,963,302 A 8,963,302 I See footnotes ( 3 ) ( 8 )
Common Stock 10/13/2015 C 2,202,299 A 2,202,299 I See footnotes ( 4 ) ( 8 )
Common Stock 10/13/2015 C 110,236 A 110,236 I See footnotes ( 5 ) ( 8 )
Common Stock 10/13/2015 C 27,861 A 27,861 I See footnotes ( 6 ) ( 8 )
Common Stock 10/13/2015 C 810,157 A 810,157 I See footnotes ( 7 ) ( 8 )
Common Stock 10/13/2015 U( 2 ) 8,963,302 D $ 7.13 ( 2 ) 0 I See footnotes ( 3 ) ( 8 )
Common Stock 10/13/2015 U( 2 ) 2,202,299 D $ 7.13 ( 2 ) 0 I See footnotes ( 4 ) ( 8 )
Common Stock 10/13/2015 U( 2 ) 110,236 D $ 7.13 ( 2 ) 0 I See footnotes ( 5 ) ( 8 )
Common Stock 10/13/2015 U( 2 ) 27,861 D $ 7.13 ( 2 ) 0 I See footnotes ( 6 ) ( 8 )
Common Stock 10/13/2015 U( 2 ) 810,157 D $ 7.13 ( 2 ) 0 I See footnotes ( 7 ) ( 8 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock ( 1 ) 10/13/2015 C 36,996 02/25/2015( 1 ) ( 1 ) Common Stock 8,963,302 $ 0 0 I See footnotes ( 3 ) ( 8 )
Series A Convertible Preferred Stock ( 1 ) 10/13/2015 C 9,090 02/25/2015( 1 ) ( 1 ) Common Stock 2,202,299 $ 0 0 I See footnotes ( 4 ) ( 8 )
Series A Convertible Preferred Stock ( 1 ) 10/13/2015 C 455 02/25/2015( 1 ) ( 1 ) Common Stock 110,236 $ 0 0 I See footnotes ( 5 ) ( 8 )
Series A Convertible Preferred Stock ( 1 ) 10/13/2015 C 115 02/25/2015( 1 ) ( 1 ) Common Stock 27,861 $ 0 0 I See footnotes ( 6 ) ( 8 )
Series A Convertible Preferred Stock ( 1 ) 10/13/2015 C 3,344 02/25/2015( 1 ) ( 1 ) Common Stock 810,157 $ 0 0 I See footnotes ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GUGGENHEIM CAPITAL LLC
227 WEST MONROE
SUITE 4900
CHICAGO, IL60606
X
Guggenheim Partners, LLC
227 WEST MONROE STREET
SUITE 4900
CHICAGO, IL60606
X
Guggenheim Partners Investment Management Holdings, LLC
330 MADISON AVENUE
NEW YORK, NY10017
X
Guggenheim Partners Investment Management, LLC
100 WILSHIRE BOULEVARD, 5TH FLOOR
SANTA MONICA, CA90401
X
Signatures
Guggenheim Capital, LLC By: Robert Saperstein, Managing Director /s/ Robert Saperstein 10/15/2015
Signature of Reporting Person Date
Guggenheim Partners, LLC By: Guggenheim Capital, LLC, parent company By: Robert Saperstein, Managing Director /s/ Robert Saperstein 10/15/2015
Signature of Reporting Person Date
Guggenheim Partners Investment Management Holdings LLC By: Guggenheim Capital, LLC, parent company By: Robert Saperstein, Managing Director /s/ Robert Saperstein 10/15/2015
Signature of Reporting Person Date
Guggenheim Partners Investment Management, LLC By: Guggenheim Capital LLC, parent company By: Robert Saperstein, Managing Director /s/ Robert Saperstein 10/15/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each 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.
( 2 )These 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.
( 3 )Held directly by Guggenheim Private Debt Fund Note Issuer, LLC ("GPDF"). Guggenheim Partners Investment Management, LLC ("GPIM") serves as manager to GPDF.
( 4 )Held directly by NZC Guggenheim Fund LLC ("NZCG"). GPIM serves as manager to NZCG.
( 5 )Held directly by Maverick Enterprises, Inc. ("Maverick"). GPIM serves as investment manager to Maverick.
( 6 )Held directly by Verger Capital Fund LLC ("Verger"). GPIM serves as sub-advisor to Verger.
( 7 )Held directly by Guggenheim Private Debt Master Fund, LLC ("GPDMF"). GPIM serves as manager to GPDMF.
( 8 )Guggenheim 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.

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