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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Rutherford John C (Last) (First) (Middle) 265 FRANKLIN STREET, 18TH FLOOR (Street) BOSTON MA 02110 (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 10% Owner Officer (give title below) X Other (specify below) X (1)
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								218,665	I	By Parthenon Capital Inc.(1)
Common Stock								8,500	D(8)
Common Stock	12/18/2007		M		2,131,477	A	$0(2)	3,118,802	I	By Parthenon Investors, L.P.(1)
Common Stock	12/18/2007		M		45,057	A	$0(2)	68,615	I	By PCIP Investors(1)
Common Stock	12/18/2007		M		1,536,821	A	$0(3)	4,655,623	I	By Parthenon Investors, L.P.(1)
Common Stock	12/18/2007		M		32,448	A	$0(3)	101,063	I	By PCIP Investors(1)
Common Stock	12/18/2007		M		415,988	A	$0(4)	5,071,611	I	By Parthenon Investors, L.P.(1)
Common Stock	12/18/2007		M		8,783	A	$0(4)	109,846	I	By PCIP Investors(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$2.86							(5)	02/03/2015	Common Stock	1,667		1,667	D
Stock Options (Right to Buy)	$9.68							(6)	10/05/2016	Common Stock	12,778		12,778	D
Stock Options (Right to Buy)	$9.29							(7)	09/10/2017	Common Stock	18,889		18,889	D
Series A Convertible Preferred Stock	$0(2)	12/18/2007		M			2,664,346	(2)	(2)	Common Stock	2,131,477	$3	0	I	By Parthenon Investors, L.P.(1)
Series A Convertible Preferred Stock	$0(2)	12/18/2007		M			56,321	(2)	(2)	Common Stock	45,057	$3	0	I	By PCIP Investors(1)
Series B Convertible Preferred Stock	$0(3)	12/18/2007		M			1,894,772	(3)	(3)	Common Stock	1,536,821	$4.92	0	I	By Parthenon Investors, L.P.(1)
Series B Convertible Preferred Stock	$0(3)	12/18/2007		M			40,006	(3)	(3)	Common Stock	32,448	$3.22	0	I	By PCIP Investors(1)
Series B-2 Convertible Preferred Stock	$0(4)	12/18/2007		M			512,879	(4)	(4)	Common Stock	415,988	$4.77	0	I	By Parthenon Investors, L.P.(1)
Series B-2 Convertible Preferred Stock	$0(4)	12/18/2007		M			10,829	(4)	(4)	Common Stock	8,783	$4.39	0	I	By PCIP Investors(1)

1. Name and Address of Reporting Person* Rutherford John C (Last) (First) (Middle) 265 FRANKLIN STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) X (1)

1. Name and Address of Reporting Person* Parthenon Capital, LLC (Last) (First) (Middle) 265 FRANKLIN STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) X (1)

1. Name and Address of Reporting Person* PARTHENON INVESTORS L P (Last) (First) (Middle) 265 FRANKLIN STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) X (1)

1. Name and Address of Reporting Person* PCIP Investors (Last) (First) (Middle) 265 FRANKLIN STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) X (1)

Explanation of Responses:

1. The reporting persons may be deemed to have indirect beneficial ownership of shares that are held directly by the following entities as the managing member, general partner or controlling person of such entities: (i) Parthenon Investors, L.P.; (ii) Parthenon Capital, Inc.; and (iii) PCIP Investors. The reporting persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. Each share of 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 of common stock pursuant to an effective registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933. These shares had no expiration date.

3. Each share of 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 of common stock pursuant to an effective registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933. These shares had no expiration date.

4. Each share of 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 of common stock pursuant to an effective registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933. These shares had no expiration date.

5. John Rutherford was granted these options on February 3, 2005. The options vest equally (over the course of 36 months) on the first day of each month beginning on March 1, 2005, such that 100% of the options will be fully vested on February 1, 2008.

6. John Rutherford was granted these options on October 5, 2006. The options vest equally (over the course of 36 months) on the first day of each month beginning on October 1, 2006, such that 100% of the options will be fully vested on September 1, 2009.

7. John Rutherford was granted these options on September 10, 2007. The options vest equally (over the course of 36 months) on the first day of each month beginning on September 1, 2007, such that 100% of the options will be fully vested on August 1, 2010.

8. These shares were purchased by Mr. Rutherford in the issuer's directed share program in connection with its initial public offering.

	John C. Rutherford	12/20/2007
	John C. Rutherford, managing member of Parthenon Capital, LLC	12/20/2007
	John C. Rutherford, managing member of Parthenon Investment Partners, LLC, the managing member of Parthenon Investment Advisors, LLC, the general partner of Parthenon Investors, L.P.	12/20/2007
	John C. Rutherford, the managing member of Parthenon Capital, LLC, the managing partner of PCIP Investors	12/20/2007
	** 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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