- Amended Statement of Ownership (SC 13G/A)
12 Fevereiro 2010 - 8:29PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Under the Securities Exchange Act of 1934
Amendment No. 4
Quadramed Corporation
(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
(Title of Class of Securities)
74730W101
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
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CUSIP No.
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74730W101
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13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
North Run Capital, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.0%
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12
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TYPE OF REPORTING PERSON
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PN
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2
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CUSIP No.
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74730W101
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13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
North Run GP, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.0%
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12
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TYPE OF REPORTING PERSON
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PN
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3
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CUSIP No.
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74730W101
|
13G/A
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|
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
North Run Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
|
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(b)
o
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|
|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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|
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.0%
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12
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TYPE OF REPORTING PERSON
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OO
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4
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CUSIP No.
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74730W101
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13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Todd B. Hammer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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|
o
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|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.0%
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12
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TYPE OF REPORTING PERSON
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IN
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5
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CUSIP No.
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74730W101
|
13G/A
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas B. Ellis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
|
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(b)
o
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|
|
|
3
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SEC USE ONLY
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|
|
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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|
|
|
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5
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SOLE VOTING POWER
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|
|
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NUMBER OF
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0
|
|
|
|
|
SHARES
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6
|
|
SHARED VOTING POWER
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BENEFICIALLY
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|
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OWNED BY
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0
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|
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EACH
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7
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|
SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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0
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|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
0
|
|
|
|
10
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.0%
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|
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12
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TYPE OF REPORTING PERSON
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IN
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6
SCHEDULE 13G/A
This Amendment No. 4 to Schedule 13G (the Schedule 13G) is being filed on behalf of North
Run Advisors, LLC, a Delaware limited liability company (North Run), North Run GP, LP, a Delaware
limited partnership (the GP), North Run Capital, LP, a Delaware limited partnership (the
Investment Manager), Todd B. Hammer and Thomas B. Ellis (collectively, the Reporting Persons).
Todd B. Hammer and Thomas B. Ellis are the principals and sole members of North Run. North Run is
the general partner for both the GP and the Investment Manager. The GP is the general partner of
North Run Capital Partners, LP, a Delaware limited partnership (the Fund), North Run Qualified
Partners, LP, a Delaware limited partnership (the QP Fund), and North Run Master Fund, LP, a
Cayman Island exempted limited partnership (the Master Fund). The Fund, the QP Fund and North
Run Offshore Partners, Ltd., a Cayman Island exempted company (the Offshore Fund), are also
general partners of the Master Fund. This Schedule 13G relates to shares of common stock, par
value $0.01 per share (the Common Stock), of Quadramed Corporation, a Delaware corporation (the
Issuer) held by the Master Fund.
Item 4 Ownership
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(a)
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North Run, the GP, the Investment Manager, Todd B. Hammer, and
Thomas B. Ellis may be deemed the beneficial owners of 0 shares of Common
Stock.
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(b)
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North Run, the GP, the Investment Manager, Todd B. Hammer and
Thomas B. Ellis may be deemed the beneficial owners of 0.0% of the outstanding
shares of Common Stock.
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(c)
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North Run, the GP, the Investment Manager, Todd B. Hammer and
Thomas B. Ellis have the shared power to vote and dispose of the 0 shares of
Common Stock beneficially owned.
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Item 5 Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owners of more than five percent
of the class of securities, check the following
þ
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Item 10 Certification.
By signing below, each Reporting Person certifies that, to the best of such
Reporting Persons knowledge and belief, the securities referred to above 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 the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that
purpose or effect.
Exhibits
Exhibit 24-1
Power of Attorney of Thomas B. Ellis, dated December 11, 2009.
7
Exhibit 24-2
Power of Attorney of Todd B. Hammer, dated December 11, 2009.
Exhibit 99-1
Joint
Filing Agreement, dated February 12, 2010, between North Run, GP, the
Investment Manager, Todd B. Hammer and Thomas B. Ellis.
8
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:
February 12, 2010
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NORTH RUN CAPITAL, LP
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By:
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North Run Advisors, LLC
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its general partner
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By:
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*
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Name:
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Thomas B. Ellis
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Title:
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Member
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and
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By:
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*
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Name:
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Todd B. Hammer
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Title:
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Member
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NORTH RUN GP, LP
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By:
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North Run Advisors, LLC
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its general partner
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By:
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*
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Name:
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Thomas B. Ellis
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Title:
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Member
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and
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By:
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*
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Name:
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Todd B. Hammer
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Title:
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Member
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9
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NORTH RUN ADVISORS, LLC
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By:
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*
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Name:
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Thomas B. Ellis
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Title:
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Member
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and
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By:
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*
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Name:
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Todd B. Hammer
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Title:
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Member
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*By:
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/s/ Sarah L. Filion
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Sarah L. Filion, Attorney-in-Fact
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Pursuant to Powers of Attorney filed as
exhibits hereto
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10
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