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Item 1.
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(a)
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Name of Issuer
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Quadramed Corporation
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(b)
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Address of Issuers Principal Executive Offices
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12110 Sunset Hills Road
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Reston, VA 20190
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Item 2.
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(a)
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Name of Person Filing
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This statement is filed by:
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(i)
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Whitebox Advisors, LLC, a Delaware limited liability company (WA), with respect to the Common Stock beneficially owned by it;
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(ii)
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Whitebox Convertible Arbitrage Advisors, LLC, a Delaware limited liability company (WCAA), with respect to the Common Stock beneficially owned by it;
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(iii)
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Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (WCAP), with respect to the Common Stock directly beneficially owned by it;
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(iv)
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Whitebox Convertible Arbitrage Fund, L.P., a Delaware limited partnership (WCAFLP), with respect to the Common Stock indirectly beneficially owned by it;
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(v)
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Whitebox Convertible Arbitrage Fund, Ltd., a British Virgin Islands international business company (WCAFLTD), with respect to the Common Stock indirectly beneficially
owned by it;
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(vi)
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Whitebox Hedged High Yield Advisors, LLC, a Delaware limited liability company (WHHYA), with respect to the Common Stock beneficially owned by it;
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(vii)
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Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (WHHYP), with respect to the Common Stock directly beneficially owned by it;
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(viii)
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Whitebox Hedged High Yield Fund, L.P., a Delaware limited partnership (WHHYFLP), with respect to the Common Stock indirectly beneficially owned by it;
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(ix)
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Whitebox Hedged High Yield Fund, Ltd., a British Virgin Islands international business company (WHHYFLTD), with respect to the Common Stock indirectly beneficially
owned by it;
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(x)
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Whitebox Intermarket Advisors, LLC, a Delaware limited liability company (WIA), with respect to the Common Stock beneficially owned by it;
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(xi)
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Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (WIP), with respect to the Common Stock directly beneficially owned by
it;
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(xii)
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Whitebox Intermarket Fund, L.P., a Delaware limited partnership (WIFLP), with respect to the Common Stock indirectly beneficially owned by it;
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(xiii)
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Whitebox Intermarket Fund, Ltd., a British Virgin Islands international business company (WIFLTD), with respect to the Common Stock indirectly beneficially owned by
it;
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(xiv)
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AJR Financial, LLC, a Delaware limited liability company (AJR), with respect to the Common Stock beneficially owned by it;
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(xv)
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Pandora Select Advisors, LLC, a Delaware limited liability company (PSA), with respect to the Common Stock beneficially owned by it;
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(xvi)
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Pandora Select Partners, L.P., a British Virgin Islands limited partnership (PSP), with respect to the Common Stock directly beneficially owned by it;
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(xvii)
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Pandora Select Fund, L.P., a Delaware limited partnership (PSFLP), with respect to the Common Stock indirectly beneficially owned by it;
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(xviii)
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Pandora Select Fund, Ltd., a British Virgin Islands international business company (PSFLTD), with respect to the Common Stock indirectly beneficially owned by
it;
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(xix)
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Whitebox Diversified Convertible Arbitrage Advisors, LLC, a Delaware limited liability company (WDCA), with respect to the Common Stock beneficially owned by
it;
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(xx)
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Whitebox Diversified Convertible Arbitrage Partners, L.P., a Cayman Islands limited partnership (WDCAP), with respect to the Common Stock directly beneficially owned
by it;
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(xxi)
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Whitebox Diversified Convertible Arbitrage Fund, L.P., a Delaware limited partnership (WDCAFLP), with respect to the Common Stock indirectly beneficially owned by it;
and
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(xxii)
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Whitebox Diversified Convertible Arbitrage Fund, Ltd., a Cayman Islands international business company (WDCAFLTD), with respect to the Common Stock indirectly
beneficially owned by it.
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(b)
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Address of Principal Business Office or, if none, Residence
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The address of the business office of WA, AJR, WCAA, WHHYA, WIA, PSA, WDCAA, WCAFLP, WHHYFLP, WIFLP, PSFLP and WDCAFLP is:
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3033 Excelsior Boulevard
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Suite 300
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Minneapolis, MN 55416
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The address of the business office of WCAP, WHHYP, WIP, PSP, WCAFLTD, WHHYFLTD, WIFLTD and PSFLTD is:
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Trident Chambers, P.O. Box 146
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Waterfront Drive, Wickhams Cay
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Road Town, Tortola, British Virgin Islands
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The address of the business office of WDCAP and WDCAFLTD is:
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Trident Trust Company (Cayman) Limited
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One Capital Place, 4th Floor, P.O. Box 847GT
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Grand Cayman, Cayman Islands, B.W.I.
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(c)
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Citizenship
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WA, AJR, WCAA, WHHYA, WIA, PSA, WDCAA, WCAFLP, WHHYF, WIFLP, PSFLP and WDCAFLP are organized under the laws of the State of Delaware;WCAP, WHHYP, WIP, PSP, WCAFLTD, WHHYFLTD,
WIFLTD and PSFLTD; and WDCAP and WDCAFLTD are organized under the laws of the Cayman Islands.
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(d)
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Title of Class of Securities
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Common Stock
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(e)
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CUSIP Number
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74730W101
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act.
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act.
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act.
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
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X
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
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(j)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned
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WCAP beneficially owns 0 shares of Common Stock issuable upon conversion of the Companys Series A Cumulative Mandatory Convertible Preferred Stock.
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WHHYP beneficially owns 0 shares of Common Stock issuable upon conversion of the Companys Series A Cumulative Mandatory Convertible Preferred Stock.
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WIP beneficially owns 0 shares of Common Stock issuable upon conversion of the Companys Series A Cumulative Mandatory Convertible Preferred Stock.
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PSP beneficially owns 0 shares of Common Stock issuable upon conversion of the Companys Series A Cumulative Mandatory Convertible Preferred Stock.
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WDCAP beneficially owns 0 shares of Common Stock issuable upon conversion of the Companys Series A Cumulative Mandatory Convertible Preferred Stock.
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(b)
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Percent of Class
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0
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Instruction
. For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d3(d)(1).
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Item 5.
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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 person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following X.
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Not Applicable
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Instruction
. Dissolution of a group requires a response to this item.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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See Item 2
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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By signing below I certify that, to the best of my 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.
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