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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 | ||||||||
| Stock Option (right to buy) | $ 10.05 | (2) | 02/05/2018 | Common Stock | 9,200 | 9,200 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ALLEN JULIAN A L C/O QUADRAMED CORPORATION 12110 SUNSET HILLS ROAD, SUITE 600 RESTON, VA 20190 |
X | |||
| /s/ Kelly G. Howard as Attorney in Fact for Julian A.L. Allen | 05/14/2009 | |
| **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) | The Spitfire Fund LP (the "Fund") directly owns these reported shares of QuadraMed Corporation common stock. Spitfire Capital LLC, the investment manager of the Fund, and Spitfire Fund GP LLC, the general partner of the Fund, may be deemed to beneficially own the securities. Mr. Allen is the sole member of both Spitfire Capital LLC and Spitfire Fund GP LLC and exercises sole voting and dispositive power with respect to the securities. Mr. Allen disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| (2) | The options vest in accordance with the terms of the Non-Employee Director Option Grant Program of the 2004 Stock Compensation Plan, as follows: (i) 4,600 of the options vested upon Mr. Allen's completion of one year of Board service measured from February 5, 2008 (the "Initial Grant Date") and (ii) the remaining 4,600 options shall vest upon Mr. Allen's completion of his second year of Board service measured from the Initial 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. | |