4//SEC Filing
MERGE HEALTHCARE INC 4
Accession 0001209191-15-075613
CIK 0000944765operating
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 8:22 PM ET
Size
17.0 KB
Accession
0001209191-15-075613
Insider Transaction Report
Form 4
STEARNS NEELE E
Director
Transactions
- Disposition to Issuer
Common Stock
2015-10-13$7.13/sh−221,610$1,580,079→ 0 total(indirect: By Partnership) - Disposition to Issuer
Restricted Common Stock
2015-10-13$7.13/sh−23,585$168,161→ 0 total - Disposition to Issuer
Stock Options
2015-10-13$5.66/sh−300,000$1,698,000→ 0 totalExercise: $1.47Exp: 2018-08-18→ Common Stock (300,000 underlying) - Disposition to Issuer
Common Stock
2015-10-13$7.13/sh−53,811$383,672→ 0 total - Disposition to Issuer
Restricted Common Stock
2015-10-13$7.13/sh−3,588$25,582→ 0 total - Disposition to Issuer
Stock Options
2015-10-13$0.80/sh−300,000$240,000→ 0 totalExercise: $6.33Exp: 2018-02-28→ Common Stock (300,000 underlying)
Footnotes (6)
- [F1]Disposed 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").
- [F2]Shares of Common Stock held by S I P of Illinois Limited Partnership, of which Mr. Stearns is a partner.
- [F3]This 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.
- [F4]This 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 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.
- [F5]This Nonqualified Stock Option granted on August 19, 2008, which vested in sixteen (16) equal quarterly increments to purchase 18,750 shares of Common Stock, with the first increment vesting on August 19, 2008, and then subsequent increments vesting on November 30, February 28, May 31 and August 31 thereafter, was cancelled at the effective time of the Merger in exchange for a cash payment of $1,698,000, representing the difference between the exercise price of the option and the Merger Consideration.
- [F6]This Nonqualified Stock Option granted on March 1, 2012, which vested in four (4) equal annual installments to purchase 75,000 shares of Common Stock on each of March 1, 2013, March 1, 2014, March 1, 2015 and March 1, 2016, was cancelled at the effective time of the Merger in exchange for a cash payment of $240,000, representing the difference between the exercise price of the option and the Merger Consideration.
Documents
Issuer
MERGE HEALTHCARE INC
CIK 0000944765
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000944765
Filing Metadata
- Form type
- 4
- Filed
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 8:22 PM ET
- Size
- 17.0 KB