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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 | ||||||||
Non-qualified Stock Option | $ 6.34 | 08/14/2009(1) | A | 2,400 | (2) | 08/14/2019 | Common Stock | 2,400 | (3) | 2,400 | D | ||||
Stock Option | $ 13.5 | (4) | 10/26/2014 | Common Stock | 9,200 | 11,600 | D | ||||||||
Stock Option | $ 15.95 | (5) | 06/07/2017 | Common Stock | 2,400 | 14,000 | D | ||||||||
Stock Option | $ 10.3 | (5) | 06/05/2018 | Common Stock | 2,400 | 16,400 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Peebles James E 950 N. CAMINO DEL CODORNIZ TUSCON, AZ 85748 |
X |
/s/ James E. Peebles | 08/18/2009 | |
**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) | As reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2009, on August 7, 2009 Mr. Peebles returned to independent status, and the Board of Directors, based on the recommendation of the Compensation Committee, with Mr. Peebles abstaining from both the Board and Compensation Committee actions, authorized the grant of the 2,400 options on August 14, 2009 (the "Grant Date"). |
(2) | Two hundred (200) of the stock options vest monthly in twelve (12) successive equal monthly installments following the Grant Date over Mr. Peebles' continuous period of Board service |
(3) | Mr. Peebles was awarded the options in connection with his ongoing service as a non-employee director. |
(4) | Mr. Peebles received a Nonqualified Stock Option under the QuadraMed Corporation 2004 Stock Compensation Plan to purchase 9,200 shares of common stock on 10/26/2004, upon his initial election to QuadraMed Corporation's Board of Directors. One half of these options vested on Mr. Peebles' completion of his first year of Board service measured from the grant date, and the remainder of the option shares vested on the completion of his second year of Board service measured from the grant date. |
(5) | The options vested in accordance with the terms of the Non-Employee Director Option Grant Program of the 2004 Stock Compensation Plan, vesting pro rata over the 12 months of service following the date of grant. |
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 all rows of Table II, excluding the first row, have been provided for informational purposes only in order to reflect the Reverse Split, and does not represent any new grants of derivative securities. |