UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 (Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
 RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
 (Amendment No. 10)
 
Merge Healthcare Incorporated
(Name of Issuer)
 
Common Stock, par value $0.01 per share
 (Title of Class of Securities)
 
589499102
 (CUSIP Number)
 
Merrick Venture Management Holdings, LLC
350 North Orleans Street
10th Floor
Chicago, Illinois 60654
(312) 994-9494

With a Copy to:
 
Sanford E. Perl, P.C.
Gerald T. Nowak, P.C.
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
 (312) 862-2000
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
June 18, 2013
____________________________________________
 (Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.  The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
CUSIP NO. 
589499102
 
13D
Page  3
 
1
NAME OF REPORTING PERSON
Michael W. Ferro, Jr.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
6
CITIZENSHIP OR PLACE OR ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
26,631,298
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
26,631,298
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,631,298
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.5%
14
TYPE OF REPORTING PERSON
IN
CUSIP NO. 
589499102
 
13D
 Page 4
 
1
NAME OF REPORTING PERSON
Merrick Venture Management Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
6
CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
21,105,857
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
21,105,857
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
21,105,857
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
14
TYPE OF REPORTING PERSON
OO

 
CUSIP NO. 
589499102
 
13D
Page  5

TABLE OF CONTENTS
ITEM 1.
 
ITEM 3.
 
ITEM 5. 
 
ITEM 7.
 
 
EXHIBIT INDEX
 
EX-1

CUSIP NO. 
589499102
 
13D
Page  6

ITEM 1. SECURITY AND ISSUER
The following constitutes Amendment No. 10 ("Amendment No. 10") to the Schedule 13D (the original Schedule 13D, as amended prior to the date hereof, is referred to herein as the "Schedule 13D") filed by the undersigned with the Securities and Exchange Commission (the "SEC") on June 16, 2008.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms as set forth in the Schedule 13D.

Amendment No. 10 is being filed to report changes in the beneficial ownership of the Reporting Persons as a result of the gift of shares of Common Stock of Merge Healthcare Incorporated ("Merge" or the "Company") by Merrick Venture Management Holdings, LLC ("MVMH") to a charitable foundation.

ITEM 3 . SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D is hereby supplemented as follows:

On June 18, 2013, MVMH gifted 1,000,000 shares of Common Stock of the Company to a charitable foundation.  As of the opening of trading on the filing date of this Amendment No. 10, Michael W. Ferro, Jr. ("Ferro") beneficially owned 26,631,298 shares of Common Stock (including options covering 600,000 shares of Common Stock that are currently exercisable or will become exercisable within sixty (60) days of June 20, 2013).

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 (a), (b), and (c) of the Schedule 13D are hereby amended and restated as follows:

           (a), (b) As of the opening of trading on the filing date of this Amendment No. 10, Ferro is deemed to have sole voting and dispositive power over the shares of Common Stock directly owned by the following entities which he controls:

Name of Holder
Number of Shares
Percent of Shares Outstanding
Merrick Ventures, LLC
4,925,441
5.3%
Merrick Venture Management Holdings, LLC
21,105,857
22.6%

In addition, Ferro holds options covering 600,000 shares of Common Stock that are currently exercisable or will become exercisable within sixty (60) days of June 20, 2013.  Ferro does not directly own any shares of Common Stock.   Ferro disclaims beneficial ownership of the shares of Common Stock deemed to be beneficially owned by him, except to the extent of his pecuniary interest in such shares.  The ownership percentages are calculated based on 93,466,114 shares of Common Stock as reported by the Company to be outstanding as of April 20, 2013 in its Quarterly Report on Form 10-Q filed with the SEC on May 1, 2013.

(c)  Except for the transactions described above and elsewhere in this Schedule 13D, during the last sixty (60) days, there were no transactions in shares of the Common Stock of the Company effected by the Reporting Persons.

ITEM 7. MATERIAL TO BE FILED AS AN EXHIBIT
Exhibit 1 
Joint Filing Agreement

CUSIP NO. 
589499102
 
13D
Page  7
 
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: June 20, 2013
 
 
 
MERRICK VENTURE MANAGEMENT HOLDINGS, LLC
 
 
 
 
By:
/s/ Michael W. Ferro, Jr.
 
Name:
Michael W. Ferro, Jr.
 
Title:
Managing Member
 
 
 
 
By:
/s/ Michael W. Ferro, Jr.
 
.
Michael W. Ferro, Jr

Page 8
EXHIBIT INDEX
Exhibit
Description
Joint Filing Agreement