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 | 45,111 | I | By Bruce Wesson |
Common Stock | 118,442 | I | By Galen Investment Advisory Group, LLC(1) |
Common Stock | 114,556 | I | By Galen Management, L.L.C.(2) |
Common Stock | 3,620 | I | By Galen Employee Fund III, L.P.(3) |
Common Stock | 334 | I | By Galen Employee Fund IV, L.P.(4) |
Common Stock | 866,275 | I | By Galen Partners III, L.P.(5) |
Common Stock | 78,511 | I | By Galen Partners International III, L.P.(6) |
Common Stock | 26,387 | I | By Galen Partners International IV, L.P.(7) |
Common Stock | 332,182 | I | By Galen Partners IV, L.P.(8) |
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 | (9) | (9) | Common Stock | 11,187 | (9) | I | By Galen Employee Fund III, L.P.(3) |
Series A Convertible Preferred Stock | (9) | (9) | Common Stock | 1,142 | (9) | I | By Galen Employee Fund IV, L.P.(4) |
Series A Convertible Preferred Stock | (9) | (9) | Common Stock | 2,731,926 | (9) | I | By Galen Partners III, L.P.(5) |
Series A Convertible Preferred Stock | (9) | (9) | Common Stock | 247,286 | (9) | I | By Galen Partners International III, L.P.(6) |
Series A Convertible Preferred Stock | (9) | (9) | Common Stock | 58,790 | (9) | I | By Galen Partners International IV, L.P.(7) |
Series A Convertible Preferred Stock | (9) | (9) | Common Stock | 740,068 | (9) | I | By Galen Partners IV, L.P.(8) |
Series B Convertible Preferred Stock | (10) | (10) | Common Stock | 939 | (10) | I | By Galen Employee Fund III, L.P.(3) |
Series B Convertible Preferred Stock | (10) | (10) | Common Stock | 229,382 | (10) | I | By Galen Partners III, L.P.(5) |
Series B Convertible Preferred Stock | (10) | (10) | Common Stock | 20,763 | (10) | I | By Galen Partners International III, L.P.(6) |
Series B-2 Convertible Preferred Stock | (11) | (11) | Common Stock | 4,968 | (11) | I | By Galen Employee Fund III, L.P.(3) |
Series B-2 Convertible Preferred Stock | (11) | (11) | Common Stock | 1,133,963 | (11) | I | By Galen Partners III, L.P.(5) |
Series B-2 Convertible Preferred Stock | (11) | (11) | Common Stock | 103,087 | (11) | I | By Galen Partners International III, L.P.(6) |
Series I Convertible Preferred Stock | (12) | (12) | Common Stock | 128 | (12) | I | By Galen Employee Fund IV, L.P.(4) |
Series I Convertible Preferred Stock | (12) | (12) | Common Stock | 6,266 | (12) | I | By Galen Partners International IV, L.P.(7) |
Series I Convertible Preferred Stock | (12) | (12) | Common Stock | 78,993 | (12) | I | By Galen Partners IV, L.P.(8) |
Stock Options (Right to Buy) | (13) | 02/03/2015 | Common Stock | 2,222 | $2.86 | D | |
Stock Options (Right to Buy) | (14) | 09/01/2015 | Common Stock | 20,000 | $2.86 | D | |
Stock Options (Right to Buy) | (15) | 10/05/2016 | Common Stock | 12,778 | $9.68 | D | |
Stock Options (Right to Buy) | (16) | 09/10/2017 | Common Stock | 18,889 | $9.29 | D |
Explanation of Responses: |
1. These shares are owned by Galen Investment Advisory Group, LLC. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Investment Advisory Group, LLC by virtue of his ownership interest in Galen Investment Advisory Group, LLC. The reporting person disclaims such beneficial ownership. |
2. These shares are owned by Galen Management, L.L.C. 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. 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. |
4. 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, LLC by virtue of his position as a member of Galen Management, L.L.C. The reporting person disclaims such beneficial ownership. |
5. 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. |
6. 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. |
7. 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. |
8. 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. |
9. 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. |
10. 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. |
11. 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. |
12. Each share of Series I 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. |
13. Bruce Wesson 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. |
14. Bruce Wesson was granted these options on September 1, 2005. The options vest equally (over the course of 36 months) on the first day of each month beginning on August 1, 2005, such that 100% of the options will be fully vested on July 1, 2008. |
15. Bruce Wesson 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. |
16. Bruce Wesson 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 | 12/17/2007 | |
** 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. |