SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

WESSON BRUCE F

(Last)

(First)

(Middle)

100 NORTH POINT CENTER EAST

SUITE 200

(Street)

ALPHARETTA

30022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDASSETS INC [ MDAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/18/2007		C		11,187	A	⁽¹⁾	14,807	I	By Galen Employee Fund III, L.P.⁽²⁾
Common Stock	12/18/2007		C		939	A	⁽³⁾	15,746	I	By Galen Employee Fund III, L.P.⁽²⁾
Common Stock	12/18/2007		C		4,968	A	⁽⁴⁾	20,714	I	By Galen Employee Fund III, L.P.⁽²⁾
Common Stock	12/18/2007		C		1,142	A	⁽¹⁾	1,476	I	By Galen Employee Fund IV, L.P.⁽⁵⁾
Common Stock	12/18/2007		C		128	A	⁽⁶⁾	1,604	I	By Galen Employee Fund IV, L.P.⁽⁵⁾
Common Stock	12/18/2007		C		2,731,926	A	⁽¹⁾	3,598,201	I	By Galen Partners III, L.P.⁽⁷⁾
Common Stock	12/18/2007		C		229,382	A	⁽³⁾	3,827,583	I	By Galen Partners III, L.P.⁽⁷⁾
Common Stock	12/18/2007		C		1,133,963	A	⁽⁴⁾	4,961,546	I	By Galen Partners III, L.P.⁽⁷⁾
Common Stock	12/18/2007		C		247,286	A	⁽¹⁾	325,797	I	By Galen Partners International III, L.P.⁽⁸⁾
Common Stock	12/18/2007		C		20,763	A	⁽³⁾	346,560	I	By Galen Partners International III, L.P.⁽⁸⁾
Common Stock	12/18/2007		C		103,087	A	⁽⁴⁾	449,647	I	By Galen Partners International III, L.P.⁽⁸⁾
Common Stock	12/18/2007		C		58,790	A	⁽¹⁾	85,177	I	By Galen Partners International IV, L.P.⁽⁹⁾
Common Stock	12/18/2007		C		6,266	A	⁽⁶⁾	91,443	I	By Galen Partners International IV, L.P.⁽⁹⁾
Common Stock	12/18/2007		C		740,068	A	⁽¹⁾	1,072,250	I	By Galen Partners IV, L.P.⁽¹⁰⁾
Common Stock	12/18/2007		C		78,993	A	⁽⁶⁾	1,151,243	I	By Galen Partners IV, L.P.⁽¹⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	12/18/2007		C			13,984	⁽¹⁾	⁽¹⁾	Common Stock	11,187	⁽¹⁾	0	I	By Galen Employee Fund III, L.P.⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	12/18/2007		C			1,427	⁽¹⁾	⁽¹⁾	Common Stock	1,142	⁽¹⁾	0	I	By Galen Employee Fund IV, L.P.⁽⁵⁾
Series A Convertible Preferred Stock	⁽¹⁾	12/18/2007		C			3,414,908	⁽¹⁾	⁽¹⁾	Common Stock	2,731,926	⁽¹⁾	0	I	By Galen Partners III, L.P.⁽⁷⁾
Series A Convertible Preferred Stock	⁽¹⁾	12/18/2007		C			309,108	⁽¹⁾	⁽¹⁾	Common Stock	247,286	⁽¹⁾	0	I	By Galen Partners International III, L.P.⁽⁸⁾
Series A Convertible Preferred Stock	⁽¹⁾	12/18/2007		C			73,488	⁽¹⁾	⁽¹⁾	Common Stock	58,790	⁽¹⁾	0	I	By Galen Partners International IV, L.P.⁽⁹⁾
Series A Convertible Preferred Stock	⁽¹⁾	12/18/2007		C			925,085	⁽¹⁾	⁽¹⁾	Common Stock	740,068	⁽¹⁾	0	I	By Galen Partners IV, L.P.⁽¹⁰⁾
Series B Convertible Preferred Stock	⁽³⁾	12/18/2007		C			1,158	⁽³⁾	⁽³⁾	Common Stock	939	⁽³⁾	0	I	By Galen Employee Fund III, L.P.⁽²⁾
Series B Convertible Preferred Stock	⁽³⁾	12/18/2007		C			282,809	⁽³⁾	⁽³⁾	Common Stock	229,382	⁽³⁾	0	I	By Galen Partners III, L.P.⁽⁷⁾
Series B Convertible Preferred Stock	⁽³⁾	12/18/2007		C			25,599	⁽³⁾	⁽³⁾	Common Stock	20,763	⁽³⁾	0	I	By Galen Partners International III, L.P.⁽⁸⁾
Series B-2 Convertible Preferred Stock	⁽⁴⁾	12/18/2007		C			6,125	⁽⁴⁾	⁽⁴⁾	Common Stock	4,968	⁽⁴⁾	0	I	By Galen Employee Fund III, L.P.⁽²⁾
Series B-2 Convertible Preferred Stock	⁽⁴⁾	12/18/2007		C			1,398,082	⁽⁴⁾	⁽⁴⁾	Common Stock	1,133,963	⁽⁴⁾	0	I	By Galen Partners III, L.P.⁽⁷⁾
Series B-2 Convertible Preferred Stock	⁽⁴⁾	12/18/2007		C			127,098	⁽⁴⁾	⁽⁴⁾	Common Stock	103,087	⁽⁴⁾	0	I	By Galen Partners International III, L.P.⁽⁸⁾
Series I Convertible Preferred Stock	⁽⁶⁾	12/18/2007		C			160	⁽⁶⁾	⁽⁶⁾	Common Stock	128	⁽⁶⁾	0	I	By Galen Employee Fund IV, L.P.⁽⁵⁾
Series I Convertible Preferred Stock	⁽⁶⁾	12/18/2007		C			7,832	⁽⁶⁾	⁽⁶⁾	Common Stock	6,266	⁽⁶⁾	0	I	By Galen Partners International IV, L.P.⁽⁹⁾
Series I Convertible Preferred Stock	⁽⁶⁾	12/18/2007		C			98,741	⁽⁶⁾	⁽⁶⁾	Common Stock	78,993	⁽⁶⁾	0	I	By Galen Partners IV, L.P.⁽¹⁰⁾

1. Name and Address of Reporting Person^*

WESSON BRUCE F

(Last)

(First)

(Middle)

100 NORTH POINT CENTER EAST

SUITE 200

(Street)

ALPHARETTA

30022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Galen Management, LLC

(Last)

(First)

(Middle)

680 WASHINGTON BLVD

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The issuer's Series A Convertible Preferred Stock automatically converted into Common Stock utilizing a conversion rate of one share of Preferred Stock to .8 shares of Common Stock upon the closing of the issuer's initial public offering. The shares of Preferred Stock had no expiration date.

2. These shares are owned by Galen Employee Fund III, L.P. Galen Management, L.L.C. may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Employee Fund III, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, L.L.C. by virtue of his position as a member of Galen Management, L.L.C. The reporting person disclaims such beneficial ownership.

3. The issuer's Series B Convertible Preferred Stock automatically converted into Common Stock utilizing a conversion rate of one share of Preferred Stock to .811085 shares of Common Stock upon the closing of the issuer's initial public offering. The shares of Preferred Stock had no expiration date.

4. The issuer's Series B-2 Convertible Preferred Stock automatically converted into Common Stock utilizing a conversion rate of one share of Preferred Stock to .811085 shares of Common Stock upon the closing of the issuer's initial public offering. The shares of Preferred Stock had no expiration date.

5. These shares are owned by Galen Employee Fund IV, L.P. Galen Management, L.L.C. may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Employee Fund IV, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, L.L.C. by virtue of his position as a member of Galen Management, L.L.C. The reporting person disclaims such beneficial ownership.

6. The issuer's Series I Convertible Preferred Stock automatically converted into Common Stock utilizing a conversion rate of one share of Preferred Stock to .8 shares of Common Stock upon the closing of the issuer's initial public offering. The shares of Preferred Stock had no expiration date.

7. These shares are owned by Galen Partners III, L.P. Galen Management, L.L.C. may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Partners III, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, L.L.C. by virtue of his position as a member of Galen Management, L.L.C. The reporting person disclaims such beneficial ownership.

8. These shares are owned by Galen Partners International III, L.P. Galen Management, L.L.C. may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Partners International III, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, L.L.C. by virtue of his position as a member of Galen Management, L.L.C. The reporting person disclaims such beneficial ownership.

9. These shares are owned by Galen Partners International IV, L.P. Galen Management, L.L.C. may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Partners International IV, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, L.L.C. by virtue of his position as a member of Galen Management, L.L.C. The reporting person disclaims such beneficial ownership.

10. These shares are owned by Galen Partners IV, L.P. Galen Management, L.L.C. may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Partners IV, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, L.L.C. by virtue of his position as a member of Galen Management, L.L.C. The reporting person disclaims such beneficial ownership.

Remarks:

	/s/ Christopher K. Logsdon, Attorney-In-Fact for all Reporting Persons	12/19/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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