FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/12/2007 |
3. Issuer Name and Ticker or Trading Symbol
MEDASSETS INC [ MDAS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 218,665 | I | By Parthenon Capital, Inc.(1) |
Common Stock | 987,325 | I | By Parthenon Investors, L.P.(1) |
Common Stock | 23,558 | I | By PCIP Investors(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | (2) | (2) | Common Stock | 2,131,477 | (2) | I | By Parthenon Investors, L.P.(1) |
Series A Convertible Preferred Stock | (2) | (2) | Common Stock | 45,057 | (2) | I | By PCIP Investors(1) |
Series B Convertible Preferred Stock | (3) | (3) | Common Stock | 1,536,821 | (3) | I | By Parthenon Investors, L.P.(1) |
Series B Convertible Preferred Stock | (3) | (3) | Common Stock | 32,448 | (3) | I | By PCIP Investors(1) |
Series B-2 Convertible Preferred Stock | (4) | (4) | Common Stock | 415,988 | (4) | I | By Parthenon Investors, L.P.(1) |
Series B-2 Convertible Preferred Stock | (4) | (4) | Common Stock | 8,783 | (4) | I | By PCIP Investors(1) |
Stock Options (Right to Buy) | (5) | 02/03/2015 | Common Stock | 1,667 | $2.86 | D | |
Stock Options (Right to Buy) | (6) | 10/05/2016 | Common Stock | 12,778 | $9.68 | D | |
Stock Options (Right to Buy) | (7) | 09/10/2017 | Common Stock | 18,889 | $9.29 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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 will automatically convert 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 (given the satisfaction of certain criteria as set forth in the issuer's most recent amended and restated certificate of incorporation.) These shares have no expiration date. |
3. Each share of Series B Convertible Preferred Stock will automatically convert 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 (given the satisfaction of certain criteria as set forth in the issuer's most recent amended and restated certificate of incorporation.) These shares have no expiration date. |
4. Each share of Series B-2 Convertible Preferred Stock will automatically convert 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 (given the satisfaction of certain criteria as set forth in the Issuer's most recent amended and restated certificate of incorporation.) These shares have 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. |
Remarks: |
/s/ Christopher K. Logsdon, Attorney-In-Fact for all Reporting Persons | 12/12/2007 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |