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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) | $ 7.1 | 06/04/2009(2) | A | 2,400 | (3) | 06/04/2019 | Common Stock | 2,400 | (4) | 2,400 | D | ||||
| Nonqualified Stock Option | $ 12.25 | (5) | 09/26/2013 | Common Stock | 9,200 | 11,600 | D | ||||||||
| Stock Option (right to buy) | $ 11.5 | (6) | 05/11/2016 | Common Stock | 2,400 | 14,000 | D | ||||||||
| Stock Option (right to buy) | $ 15.95 | (6) | 06/07/2017 | Common Stock | 2,400 | 16,400 | D | ||||||||
| Stock Option (right to buy) | $ 10.3 | (6) | 06/05/2018 | Common Stock | 2,400 | 18,800 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PEVENSTEIN ROBERT L C/O QUADRAMED CORPORATION 12110 SUNSET HILLS ROAD, SUITE 600 RESTON, VA 20190 |
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| /s/ Robert L. Pevenstein | 06/08/2009 | |
| **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) | 18,800 of such shares of Common Stock are issuable upon the exercise of options. |
| (2) | The options were granted in connection with the QuadraMed Corporation 2009 Annual Meeting of Stockholders on June 4, 2009. |
| (3) | The options vest in accordance with the terms of the Non-Employee Director Option Grant Program of the 2009 Stock Compensation Plan, vesting pro rata over the next 12 months of service. |
| (4) | Mr. Pevenstein was awarded the options in connection with his ongoing service as a non-employee director. |
| (5) | Mr. Pevenstein received a Nonqualified Stock Option under the QuadraMed Corporation 1996 Stock Incentive Plan to purchase 9,200 shares of common stock on 9/26/2003, upon his initial election to QuadraMed Corporation's Board of Directors. One half of these options vested on Mr. Pevenstein's 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. |
| (6) | 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 Table I and 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 acquisitions of common stock nor grants of derivative securities. | |