|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $ 5.9 | 03/18/2010 | D | 9,200 | 03/18/2010 | 05/30/2013 | Common Stock | 9,200 | (2) | 2,400 | D | ||||
Stock Option | $ 7.1 | 03/18/2010 | D | 2,400 | 03/18/2010 | 06/04/2019 | Common Stock | 2,400 | (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MILLER ROBERT W C/O QUADRAMED CORPORATION 12110 SUNSET HILLS ROAD, SUITE 500 RESTON, VA 20190 |
X |
/s/ Kelly G. Howard as attorney in fact for Robert W. Miller | 03/22/2010 | |
**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) | Disposition pursuant to a merger in exchange for cash consideration equal to $8.50 per share, in accordance with the terms of the Agreement and Plan of Merger, dated December 7, 2009, by and among QuadraMed Corporation, Bavaria Holdings Inc., and Bavaria Merger Sub, Inc., as filed with the SEC as Exhibit 2.1 to QuadraMed Corporation's Current Report on Form 8-K on December 11, 2009 (the "Merger Agreement"). This transaction is exempt under Rule 16b-3(e). |
(2) | Options canceled pursuant to a merger in exchange for cash consideration equal to the difference between $8.50 and the exercise price of the option multiplied by the number of options canceled, in accordance with the terms of the Merger Agreement. This transaction is exempt under Rule 16b-3(e). |