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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 9.15 | (5) | 10/17/2015 | Common Stock | 110,000 | 110,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 14 | (6) | 12/15/2016 | Common Stock | 40,000 | 150,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 9.95 | (6) | 12/10/2017 | Common Stock | 50,000 | 200,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HAGEN KEITH B C/O QUADRAMED CORPORATION 12110 SUNSET HILLS ROAD, SUITE 600 RESTON, VA 20190 |
X | CEO and President | ||
| /s/ Keith B. Hagen | 10/20/2008 | |
| **Signature of Reporting Person | Date |
| * | 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) | On July 17, 2008, the Board of Directors of QuadraMed Corporation (the ?Company?) approved a policy under which the Company will offer to repurchase shares of restricted stock granted to the Company?s employees on the date such shares vest; however, such repurchase shall be limited to an amount sufficient to permit the applicable employee to pay taxes on such shares. The adoption of the policy was reported in the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 22, 2008. |
| (2) | The 46,420 shares repurchased by the Company pursuant to the Stock Repurchase Agreement dated October 17, 2008 (as filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 20, 2008) are sufficient to allow Mr. Hagen to satisfy the tax liability resulting from the cliff-vesting of the 110,000 restricted shares awarded to Mr. Hagen pursuant to the Restricted Stock Agreement, effective October 17, 2005, by and between the Company and Mr. Hagen. |
| (3) | The closing price of the Company's common stock on the The NASDAQ Stock Market, LLC on October 17, 2008. |
| (4) | 200,000 of such shares of Common Stock are issuable upon the exercise of options. |
| (5) | The options vest in accordance with the terms of the Inducement Stock Option Agreement, effective October 17, 2005 by and between the Company and Mr. Hagen; 25% vest on the first anniversary of the grant, with the remaining 75% vesting pro rata over the next 36 months. |
| (6) | The options were granted under the 2004 Stock Compensation Plan and vest as follows: (i) 25% of the options on the first anniversary of the grant date and (ii) the remaining 75% of the options in a series of thirty-six (36) equal monthly installments upon Mr. Hagen's completion of each month of service with the Company after the first anniversary of the grant date. |
| Remarks: On June 13, 2008, the Company effected a one-for-five reverse split of its common stock (the "Reverse Split"), as reported in the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 16, 2008. The share amounts reported in this Form 4, as well as the disclosure in the footnotes to this Form 4, have been adjusted to give effect to the Reverse Split. Please note that the disclosure in Table II has been provided for informational purposes only, in order to reflect the Reverse Split, and does not represent any new grants of derivative securities. | |