Quadramed Corp - Statement of Changes in Beneficial Ownership (4)
September 11 2008 - 9:05AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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1. Name and Address of Reporting Person
*
PIAZZA DAVID L
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2. Issuer Name
and
Ticker or Trading Symbol
QUADRAMED CORP
[
QDHC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
C/O QUADRAMED CORPORATION, 12110 SUNSET HILLS ROAD, SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/9/2008
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(Street)
RESTON, VA 20190
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$13.25
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(1)
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10/6/2013
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Common Stock
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11000
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11000
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D
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Employee Stock Option (right to buy)
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$9.00
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(2)
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8/10/2015
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Common Stock
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30000
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41000
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D
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Employee Stock Option (right to buy)
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$8.50
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(2)
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2/6/2016
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Common Stock
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9000
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50000
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D
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Employee Stock Option (right to buy)
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$14.15
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(2)
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1/23/2017
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Common Stock
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20000
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70000
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D
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Employee Stock Option (right to buy)
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$15.95
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(2)
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6/7/2017
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Common Stock
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40000
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110000
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D
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Explanation of Responses:
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(
1)
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The options vested in accordance with the terms of the 1999 Supplemental Stock Option Plan; 25% vested on the first anniversary of the grant, and the remaining 75% vested pro rata over the next thirty-six months.
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(
2)
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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.
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Remarks:
Mr. Piazza is filing this Form 4 for informational purposes only. On September 9, 2008, Mr. Piazza was reinstated as the Chief Financial Officer of QuadraMed Corporation (the "Company"), as previously reported in the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 10, 2008. In connection with his reinstatement, the Company's Compensation Committee renewed Mr. Piazza's previously granted stock options, and no new stock options were granted.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PIAZZA DAVID L
C/O QUADRAMED CORPORATION
12110 SUNSET HILLS ROAD, SUITE 600
RESTON, VA 20190
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Chief Financial Officer
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Signatures
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/s/ David L. Piazza
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9/11/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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