4//SEC Filing
MERGE HEALTHCARE INC 4
Accession 0001209191-15-075620
CIK 0000944765operating
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 8:26 PM ET
Size
13.3 KB
Accession
0001209191-15-075620
Insider Transaction Report
Form 4
Oreskovich Steven M
CFO & Treasurer
Transactions
- Disposition to Issuer
Restricted Common Stock
2015-10-13−117,250→ 0 total - Disposition to Issuer
Common Stock
2015-10-13$7.13/sh−175,643$1,252,335→ 0 total - Disposition to Issuer
Stock Options
2015-10-13$4.63/sh−75,000$347,250→ 0 totalExercise: $2.50Exp: 2016-05-03→ Common Stock (75,000 underlying) - Disposition to Issuer
Stock Options
2015-10-13$4.46/sh−300,000$1,338,000→ 0 totalExercise: $2.67Exp: 2018-05-08→ Common Stock (300,000 underlying)
Footnotes (4)
- [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]This 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 with such shares becoming immediately and fully vested to the extent of thirty three percent (33%) of such shares on each November 5, 2014 and November 5, 2015, and thirty four percent (34%) of such shares 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 shares vesting on the respective vesting dates of November 5, 2015 ($411,757.50) and November 5, 2016 ($424,235), subject to the same additional terms and conditions as set forth in the Reporting Person's RSA agreement.
- [F3]This Nonqualified Stock Option granted on May 4, 2010, which vested in four (4) equal annual installments to purchase 18,750 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 $347,250, less applicable withholding taxes, representing the difference between the exercise price of the option and the Merger Consideration.
- [F4]This 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.
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, 8:26 PM ET
- Size
- 13.3 KB