UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934
Information to be included in statements filed
pursuant to Rule 13d-1 (b) (c) and (d) and Amendments thereto
filed pursuant to Rule 13d-2 (b).
QuadraMed Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(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 is filed:
[x] Rule 13d-1 (b)
[ ] 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).
SCHEDULE 13G/A
Issuer: QuadraMed Corporation CUSIP No.: 74730W507
1 NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
MacKay Shields LLC
IRS# 13-4080466;
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (United States)
NUMBER OF SHARES 5 SOLE VOTING POWER 3,810,744
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER 3,810,744
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Total: 3,810,744
10 CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
33.77%
12 TYPE OF REPORTING PERSON
IA
SCHEDULE 13G/A
Issuer: QuadraMed Corporation CUSIP No.: 74730W507
ITEM 1
(a) Name of Issuer:
QUADRAMED CORPORATION
(b) Address of Issuer's Principal Executive Offices:
12110 Sunset Hills Road, Suite 600
Reston, Virginia 20190
ITEM 2(a) Name of Person Filing:
MacKay Shields LLC
(b) Address of Principal Business Office:
9 West 57th Street
New York, NY 10019
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock, $0.01 par value
(e) CUSIP Number: 74730W507
ITEM 3
If this statement is filed pursuant to Sections 240.
13d-1(b), or 240.13d-2(b) or (c), check whether
the person filing is a:
(a) [ ] Broker or dealer registered under
Section 15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance Company as defined in section
3(a)(19) of the Act (15 U.S.C. 78C);
(d) [ ] Investment company registered under Section
8 of the Investment Company Act if 1940
(15 U.S.C. 80a-8);
(e) [ X] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an insurance company under
Section 3 (c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section
240.13d-1 (b)(1)(ii)(J).
SCHEDULE 13G/A
Issuer: QuadraMed Corporation CUSIP No.: 74730W507
ITEM 4. Ownership.
MacKay Shields LLC, an investment adviser registered under Section
203 of the Investment Advisers Act of 1940, is deemed to be the beneficial
owner of 3,810,744 shares or 33.77% of the Common Stock believed to be
outstanding as a result of acting as investment adviser to various clients.
The amount deemed beneficially owned includes 814,944 shares of common
stock and 2,995,800 shares of common stock issuable upon the conversion
of 1,857,400 shares of the Issuer's Series A Cumulative Mandatory
Convertible Preferred Stock, par value $0.01 per share with a conversion
rate of 1.6129 (the "Preferred Stock"). The percent of class is
calculated based on 11,282,800 shares of common stock outstanding, which
number is calculated by adding 8,287,000 (the number of shares of common
stock outstanding of the Company as of December 31, 2008) and 2,995,800
(the number of shares of common stock deemed held as a result of the
beneficial ownership of the Preferred Stock).
ITEM 5. Ownership of Five Percent or Less of a Class.
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
MacKay Shields LLC, an investment adviser registered under Section
203 of the Investment Advisers Act of 1940, is deemed to be the beneficial
owner of 3,810,744 shares or 33.77% of the Common Stock believed to be
outstanding as a result of acting as investment adviser to various clients.
Clients of MacKay Shields LLC have the right to receive and the ultimate
power to direct the receipt of dividends from, or the proceeds of the sale
of,such securities. MainStay High Yield Corporate Bond Fund, a registered
investment Company for which Mackay Shields acts as sub-investment adviser,
may be deemed to beneficially own 16.48% of the outstanding common stock of
the Company. New York Life Investment Management LLC,an indirect wholly
owned subsidiary of New York Life and an affiliate of Mackay Shields LLC,
is the manager of MainStay High Yield Corporate Bond Fund. The percent of
each class owned by this person is calculated based on the amount
of common stock of the company outstanding, which number is calculated by
adding the number of shares of the common stock outstanding and the number
of shares of common stock deemed held as a result of the beneficial
ownership of the Preferred Stock by that person, without giving effect
to the amount of common stock deemed held as a result of the beneficial
ownership of the Preferred Stock by other persons.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
Not Applicable
ITEM 8. Identification and Classification of Members of the Group.
Not Applicable
ITEM 9. Notice of Dissolution of Group
Not Applicable
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the
ordinary course of business and 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 such securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose
of 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.
Date: January 13, 2009
Signature: /s/ Rene A. Bustamante
Name/Title: Rene A. Bustamante
Managing Director and Chief Compliance Officer