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
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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*
BALLARD RAND A
(Last) (First) (Middle)
100 NORTH POINT CENTER EAST
SUITE 200
(Street)
ALPHARETTA GA 30022
(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
X Officer (give title below) Other (specify below)
Chief Customer Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 03/01/2015 F 4,306 A $0.00 97,892 D
Common Stock 03/01/2015 D 1,506(1) D $0.00 96,386 D
Common Stock 03/01/2015 F 4,078 A $0.00 100,464 D
Common Stock 03/01/2015 D 1,361(1) D $0.00 99,103 D
Common Stock 03/01/2015 F 3,682 A $0.00 102,785 D
Common Stock 03/01/2015 D 1,213(1) D $0.00 101,572 D
Common Stock 03/01/2015 F 3,859 A $0.00 105,431 D
Common Stock 03/01/2015 D 1,287(2) D $0.00 104,144 D
Common Stock 03/01/2015 F 4,052 A $0.00 108,196 D
Common Stock 03/01/2015 D 1,352(2) D $0.00 106,844 D
Common Stock 03/01/2015 F 2,963 A $0.00 109,807 D
Common Stock 03/01/2015 D 989(2) D $0.00 108,818 D
Restricted Stock 03/01/2015 F 4,306 D $0.00 4,308(3) D
Restricted Stock 03/01/2015 F 4,078 D $0.00 4,080(4) D
Restricted Stock 03/01/2015 F 3,682 D $0.00 3,683(4) D
Restricted Stock Units 03/01/2015 F 3,859 D $0.00 7,721(5) D
Restricted Stock Units 03/01/2015 J 5,212(6) D $0.00 12,158(7) D
Restricted Stock Units 03/01/2015 F 4,052 D $0.00 8,106(7) D
Restricted Stock Units 03/01/2015 J 8,479(6) D $0.00 8,891(7) D
Restricted Stock Units 03/01/2015 F 2,963 D $0.00 5,928(7) D
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
Explanation of Responses:
1. On March 1, 2015, the reporting person delivered these shares back to the Company to cover the reporting person's tax liability associated with the vesting of restricted shares.
2. On March 1, 2015, the reporting person delivered these shares back to the Company to cover the reporting person's tax liability associated with the vesting of RSUs.
3. The reporting person was granted these service-based restricted shares on February 25, 2013. The shares vest approximately 33.3% on each of March 1, 2014, 2015 and 2016.
4. The reporting person was granted these performance-based restricted shares on February 25, 2013. The shares vest approximately 33.3% on each of March 1, 2014, 2015 and 2016 based on the achievement of certain Company financial performance targets for fiscal year 2013.
5. The reporting person was granted these service-based RSUs on February 27, 2014. The RSUs vest approximately 33.3% on each of March 1, 2015, 2016 and 2017.
6. These performance-based RSUs were cancelled.
7. The reporting person was granted these performance-based RSUs on February 27, 2014. The RSUs vest approximately 33.3% on each of March 1, 2015, 2016 and 2017 based on the achievement of certain Company financial performance targets for fiscal year 2014.
Remarks:
/s/ Christopher K. Logsdon, Attorney-In-Fact 03/03/2015
** 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.
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