Quadramed Corp - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Klein James R	2. Issuer Name and Ticker or Trading Symbol QUADRAMED CORP [ QDHC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) SVP and CTO
(Last) (First) (Middle) C/O QUADRAMED CORPORATION, 12110 SUNSET HILLS ROAD, SUITE 600	3. Date of Earliest Transaction (MM/DD/YYYY) 8/19/2008
(Street) RESTON, VA 20190 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	8/19/2008		S ⁽¹⁾		1000	D	$9.10	85000 ⁽²⁾	D
Common Stock	8/20/2008		S ⁽¹⁾		100	D	$9.25	84900 ⁽²⁾	D
Common Stock	8/21/2008		S ⁽¹⁾		2800	D	$8.99	82100 ⁽²⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$8.70							⁽³⁾	8/1/2015	Common Stock	40000		40000	D
Employee Stock Option (right to buy)	$8.50							⁽⁴⁾	2/6/2016	Common Stock	10000		50000	D
Employee Stock Option (right to buy)	$15.95							⁽⁴⁾	6/7/2017	Common Stock	30000		80000	D

Explanation of Responses:
( 1)	Mr. Klein received 20,000 shares of restricted stock on August 1, 2005 pursuant to a Restricted Stock Agreement with QuadraMed Corporation (the "Agreement"). In accordance with the Agreement, the contractual restrictions on the transfer of these 20,000 shares lapsed on the following schedule: (i) 7,000 on August 1, 2006; (ii) 7,000 on August 1, 2007; and (iii) 6,000 on August 1, 2008. Each such lapsing of contractual restrictions triggers an immediate tax obligation for Mr. Klein.
( 2)	80,000 of such shares of common stock are issuable upon the exercise of options.
( 3)	The options vest in accordance with the terms of the Inducement Stock Option Agreement, effective August 1, 2005; 25% vest on the first anniversary of the grant, with the remaining 75% vesting pro rata over the next 36 months.
( 4)	The options vest in accordance with the terms of the 2004 Stock Compensation Plan; 25% vest on the first anniversary of the grant, with the remaining 75% vesting pro rata over the next 36 months.

Remarks:
On June 13, 2008, QuadraMed Corporation (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. All transactions and holdings 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Klein James R C/O QUADRAMED CORPORATION 12110 SUNSET HILLS ROAD, SUITE 600 RESTON, VA 20190			SVP and CTO

Signatures
/s/ James R. Klein		8/21/2008
^** Signature of Reporting Person		Date

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