Edgar Filing: MERGE HEALTHCARE INC

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

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 (Month/Day/Year)
10/13/2015

(Street)

CHICAGO, IL 60606

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/13/2015		C		8,963,302	A	⁽¹⁾	8,963,302	I	See footnotes ⁽³⁾ ⁽⁸⁾
Common Stock	10/13/2015		C		2,202,299	A	⁽¹⁾	2,202,299	I	See footnotes ⁽⁴⁾ ⁽⁸⁾
Common Stock	10/13/2015		C		110,236	A	⁽¹⁾	110,236	I	See footnotes ⁽⁵⁾ ⁽⁸⁾
Common Stock	10/13/2015		C		27,861	A	⁽¹⁾	27,861	I	See footnotes ⁽⁶⁾ ⁽⁸⁾
Common Stock	10/13/2015		C		810,157	A	⁽¹⁾	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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

10/13/2015

36,996

02/25/2015⁽¹⁾

⁽¹⁾

Common Stock

8,963,302

$ 0

See footnotes ⁽³⁾ ⁽⁸⁾

Series A Convertible Preferred Stock

⁽¹⁾

10/13/2015

9,090

02/25/2015⁽¹⁾

⁽¹⁾

Common Stock

2,202,299

$ 0

See footnotes ⁽⁴⁾ ⁽⁸⁾

Series A Convertible Preferred Stock

⁽¹⁾

10/13/2015

455

02/25/2015⁽¹⁾

⁽¹⁾

Common Stock

110,236

$ 0

See footnotes ⁽⁵⁾ ⁽⁸⁾

Series A Convertible Preferred Stock

⁽¹⁾

10/13/2015

115

02/25/2015⁽¹⁾

⁽¹⁾

Common Stock

27,861

$ 0

See footnotes ⁽⁶⁾ ⁽⁸⁾

Series A Convertible Preferred Stock

⁽¹⁾

10/13/2015

3,344

02/25/2015⁽¹⁾

⁽¹⁾

Common Stock

810,157

$ 0

See footnotes ⁽⁷⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GUGGENHEIM CAPITAL LLC 227 WEST MONROE SUITE 4900 CHICAGO, IL 60606		X
Guggenheim Partners, LLC 227 WEST MONROE STREET SUITE 4900 CHICAGO, IL 60606		X
Guggenheim Partners Investment Management Holdings, LLC 330 MADISON AVENUE NEW YORK, NY 10017		X
Guggenheim Partners Investment Management, LLC 100 WILSHIRE BOULEVARD, 5TH FLOOR SANTA MONICA, CA 90401		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:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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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