UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
QUADRAMED CORPORATION
-------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
-------------------------------------------------------------------------------
(Title of Class of Securities)
74730w507
---------------------------------
(CUSIP Number)
December 31, 2008
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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. 74730w507
..........................
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
I.R.S. Identification Nos. of above persons (entities only):
J. Carlo Cannell
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
5 SOLE VOTING POWER: 597,580*
6 SHARED VOTING POWER: 0*
7 SOLE DISPOSITIVE POWER: 597,580*
8 SHARED DISPOSITIVE POWER: 0*
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
597,580*
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.21%*
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
* As of December 31, 2008 (the "Reporting Date"), Anegada Master Fund Limited
("Anegada"), Tonga Partners, L.P.("Tonga"), Tonga Partners QP, L.P. and
Tristan Partners, L.P. ("Tristan" and collectively with Anegada, Tonga, and
TongaQP, the "Funds") owned in the aggregate 597,580 shares of common
stock, $0.01 par value per share (the "Shares"), of QUADRAMED CORPORATION
(the "Company"). Cannell Capital LLC acts as the investment adviser to Anegada
and is the general partner of and investment adviser to Tonga, Tonga QP and
Nashuk. Mr. J. Carlo Cannell is the sole managing member of Cannell
Capital LLC. As a result, Mr. Cannell possesses the sole power to vote and to
direct the disposition of the securities held by the Funds. Thus, as of the
Reporting Date, for the purposes of Reg. Section 240.13d-3, Mr.Cannell is
deemed to beneficially own 597,580 Shares, or approximately 7.21% of the
Shares deemed issued and outstanding as of the Reporting Date.
Item 1(a). Name of Issuer:
QUADRAMED CORPORATION
Item 1(b). Address of Issuer's Principal Executive Offices:
12110 Sunset Hills Road
Reston, VA 20190
Item 2(a). Name of Person Filing:
J. Carlo Cannell
Item 2(b). Address of Principal Business Office or if none, Residence:
P.O. Box 3459
240 E. Deloney Ave.
Jackson, WY 83001
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common
Item 2(e). CUSIP Number:
74730w507
Item 3. Not Applicable.
Item 4. Ownership:
(a) Amount Beneficially Owned: 597,580
(b) Percent of Class: 7.21%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 597,580
(ii) shared power to vote or to direct the vote: 0*
(iii) sole power to dispose or to direct the disposition of:
597,580
(iv) shared power to dispose or to direct the disposition of: 0*
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class securities, check the following | |
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
* As of December 31, 2008 (the "Reporting Date"), Anegada Master Fund Limited
("Anegada"), Tonga Partners, L.P.("Tonga"), Tonga Partners QP, L.P. and
Tristan Partners, L.P. ("Tristan" and collectively with Anegada, Tonga, and
TongaQP, the "Funds") owned in the aggregate 597,580 shares of common
stock, $0.01 par value per share (the "Shares"), of QUADRAMED CORPORATION
(the "Company"). Cannell Capital LLC acts as the investment adviser to Anegada
and is the general partner of and investment adviser to Tonga, Tonga QP and
Nashuk. Mr. J. Carlo Cannell is the sole managing member of Cannell
Capital LLC. As a result, Mr. Cannell possesses the sole power to vote and to
direct the disposition of the securities held by the Funds. Thus, as of the
Reporting Date, for the purposes of Reg. Section 240.13d-3, Mr.Cannell is
deemed to beneficially own 597,580 Shares, or approximately 7.21% of the
Shares deemed issued and outstanding as of the Reporting Date.
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
* As of December 31, 2008 (the "Reporting Date"), Anegada Master Fund Limited
("Anegada"), Tonga Partners, L.P.("Tonga"), Tonga Partners QP, L.P. and
Tristan Partners, L.P. ("Tristan" and collectively with Anegada, Tonga, and
TongaQP, the "Funds") owned in the aggregate 597,580 shares of common
stock, $0.01 par value per share (the "Shares"), of QUADRAMED CORPORATION
(the "Company"). Cannell Capital LLC acts as the investment adviser to Anegada
and is the general partner of and investment adviser to Tonga, Tonga QP and
Nashuk. Mr. J. Carlo Cannell is the sole managing member of Cannell
Capital LLC. As a result, Mr. Cannell possesses the sole power to vote and to
direct the disposition of the securities held by the Funds. Thus, as of the
Reporting Date, for the purposes of Reg. Section 240.13d-3, Mr.Cannell is
deemed to beneficially own 597,580 Shares, or approximately 7.21% of the
Shares deemed issued and outstanding as of the Reporting Date.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 13, 2009
J. CARLO CANNELL
/s/ J. Carlo Cannell
----------------------
J. Carlo Cannell