SEC FORM 3

SEC Form 3

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^*

Rutherford John C

(Last)

(First)

(Middle)

100 NORTH POINT CENTER EAST

SUITE 200

(Street)

ALPHARETTA

30022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2007

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

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

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

5. 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 Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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^*

Rutherford John C

(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^*

Parthenon Capital, LLC

(Last)

(First)

(Middle)

265 FRANKLIN STREET

18TH FLOOR

(Street)

BOSTON

02109

(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 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).
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