| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MEDASSETS INC [ MDAS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/11/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/11/2012 | M | 1,961 | A | $5.04 | 26,580 | D | |||
| Common Stock | 10/11/2012 | S | 4,461(1) | D | $18.45 | 22,119 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $5.04 | 10/11/2012 | M | 1,961 | (2) | 04/18/2016 | Common Stock | 1,961 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $9.68 | (3) | 07/05/2016 | Common Stock | 3,200 | 3,200 | D | ||||||||
| Stock Options (Right to Buy) | $9.29 | (4) | 09/10/2017 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Stock Options (Right to Buy) | $9.29 | (5) | 09/17/2017 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Stock Options (Right to Buy) | $15.95 | (6) | 03/25/2018 | Common Stock | 9,126 | 9,126 | D | ||||||||
| Stock-Settled Stock Appreciation Rights | $14.74 | (7) | 01/05/2016 | Common Stock | 12,133 | 12,133 | D | ||||||||
| Stock-Settled Stock Appreciation Rights | $18.14 | (8) | 11/23/2017 | Common Stock | 3,777 | 3,777 | D | ||||||||
| Stock-Settled Stock Appreciation Rights | $18.14 | (9) | 11/23/2017 | Common Stock | 48,000 | 48,000 | D | ||||||||
| Explanation of Responses: |
| 1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 31, 2012. |
| 2. The reporting person was granted these stock options on April 18, 2006 and are fully vested. |
| 3. The reporting person was granted these options on July 5, 2006 and are fully vested. |
| 4. The reporting person was granted these options on September 10, 2007 and are fully vested. |
| 5. The reporting person was granted these options on September 17, 2007 and are fully vested. |
| 6. The reporting person was granted these options on March 25, 2008. The options vest equally (over the course of 60 months) on the first day of each month beginning on March 1, 2008, such that 100% of the options will be fully vested on February 1, 2013. |
| 7. The reporting person was granted these stock-settled stock appreciation rights (SSARs) on January 5, 2009. The SSARS vest 25% annually beginning on December 31, 2009 such that 100% of the SSARS will be fully vested on December 31, 2012. |
| 8. The reporting person was granted these SSARs on November 23, 2010. The SSARs vest 50% on December 31, 2010 and 25% annually beginning on December 31, 2011. |
| 9. The reporting person was granted these SSARs on November 23, 2010. The SSARs vest equally (over the course of 60 months) beginning on November 1, 2010 such that 100% of the SSARs will be fully vested on October 1, 2015. |
| Remarks: |
| /s/ Christopher K. Logsdon, Attorney-In-Fact | 10/15/2012 | |
| ** 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). | ||
| 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. | ||