-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JqaVxCOelma1M4IrPFrtdz6IKJRAz61R8buCGr8xyqF6TTCZtkCG3TgtUtCJb/KB SECA3w4deDNiiM/yMyz/9A== 0000893220-07-000321.txt : 20070214 0000893220-07-000321.hdr.sgml : 20070214 20070214074150 ACCESSION NUMBER: 0000893220-07-000321 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: St Clair David CENTRAL INDEX KEY: 0001383109 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 610.540.0202 MAIL ADDRESS: STREET 1: C/O MEDECISION, INC. STREET 2: CHESTERBROOK CORP. CENTER, 601 LEE ROAD CITY: WAYNE STATE: PA ZIP: 19087 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDecision, Inc. CENTRAL INDEX KEY: 0001367705 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 232530889 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82311 FILM NUMBER: 07613699 BUSINESS ADDRESS: STREET 1: CHESTERBROOK CORPORATE CENTER STREET 2: 601 LEE ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-540-0202 MAIL ADDRESS: STREET 1: CHESTERBROOK CORPORATE CENTER STREET 2: 601 LEE ROAD CITY: WAYNE STATE: PA ZIP: 19087 SC 13G 1 w30218asc13g.htm SCHEDULE 13G sc13g
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. ___)*

MEDecision, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
58406P102
(CUSIP Number)
December 31, 2006
(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)

     o Rule 13d-1(c)

     þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 


 

                     
CUSIP No.
 
58406P102 
 

 

           
1   NAMES OF REPORTING PERSONS:
David St.Clair
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  5   SOLE VOTING POWER:
     
NUMBER OF   2,011,606
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   1,876,606
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  2,011,606
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  13.4%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

-Page 1 of 6-


 

Item 1(a) Name of Issuer.
MEDecision, Inc., a Pennsylvania corporation (the “Issuer”)
Item 1(b) Address of Issuer’s Principal Executive Offices.
601 Lee Road
Chesterbrook Corporate Center
Wayne, Pennsylvania 19087
Item 2(a) Name of Person Filing.
David St.Clair
Item 2(b) Address of Principal Business Offices.
The address of the principal business offices of Mr. St.Clair is c/o MEDecision, Inc., 601 Lee Road, Chesterbrook Corporate Center, Wayne, Pennsylvania 19087.
Item 2(c) Citizenship.
Mr. St.Clair is a citizen of the United States of America.
Item 2(d) Title of Class of Securities.
common stock, no par value per share (the “Common Stock”)
Item 2(e) CUSIP Number.
58406P102
Item 3 If this Statement is Filed pursuant to Rules 13d-1(b), or 13d-2(b), Check whether the Person Filing is a:
             
 
  (a)   [_]   Broker or dealer registered under Section 15 of the Exchange Act
 
           
 
  (b)   [_]   Bank as defined in Section 3(a)(6) of the Exchange Act
 
           
 
  (c)   [_]   Insurance company as defined in Section 3(a)(19) of the Exchange Act
 
           
 
  (d)   [_]   Investment company registered under Section 8 of the Investment Company Act
 
           
 
  (e)   [_]   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
 
           
 
  (f)   [_]   An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

-Page 2 of 6-


 

             
 
           
 
           
 
  (g)   [_]   A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
 
           
 
  (h)   [_]   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
 
           
 
  (i)   [_]   A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
 
           
 
  (j)   [_]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
Item 4 Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a)   Amount beneficially owned:
 
      As of December 31, 2006, Mr. St.Clair beneficially owned an aggregate of 2,011,606 shares of Common Stock which included (A) 1,707,231 shares of Common Stock directly owned by Mr. St.Clair as of such date, (B) 135,000 shares of Common Stock held of record by certain members of his family with whom Mr. St.Clair has entered into certain pledge agreements and (C) 169,375 shares of Common Stock subject to options that Mr. St.Clair may exercise within 60 days of December 31, 2006.
 
      The filing of this statement shall not be construed as an admission that Mr. St.Clair is, for the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement, other than (A) the shares of Common Stock reported in this statement as being directly owned by Mr. St.Clair as of December 31, 2006 and (B) the shares of Common Stock subject to options that Mr. St.Clair may exercise within 60 days of December 31, 2006.
 
  (b)   Percent of class:
 
      As of December 31, 2006, Mr. St.Clair beneficially owned approximately 13.4% of the class, which percentage is calculated based upon 14,886,073 shares of Common Stock outstanding as of December 31, 2006.
 
  (c)   Number of shares as to which such person has:

-Page 3 of 6-


 

  (i)   Sole power to vote or to direct the vote:
 
      As of December 31, 2006, Mr. St.Clair had sole power to vote or to direct the vote of 2,011,606 shares of Common Stock.
 
  (ii)   Shared power to vote or to direct the vote:
 
      As of December 31, 2006, Mr. St.Clair did not share the power to vote or to direct the vote of any shares of Common Stock.
 
  (iii)   Sole power to dispose or to direct the disposition of:
 
      As of December 31, 2006, Mr. St.Clair had sole power to dispose or to direct the disposition of 1,876,606 shares of Common Stock.
 
  (iv)   Shared power to dispose or to direct the disposition of:
 
      As of December 31, 2006, Mr. St.Clair did not share the power to dispose or to direct the disposition of any shares of Common Stock.
Item 5 Ownership of Five Percent or Less of a Class.
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 o.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8 Identification and Classification of Members of the Group.
Not applicable.
Item 9 Notice of Dissolution of Group.
Not applicable.

-Page 4 of 6-


 

Item 10 Certification.
Not applicable.

-Page 5 of 6-


 

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 7, 2007  /s/ David St.Clair    
  David St.Clair   
     
 

-Page 6 of 6-

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