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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CLAUDIUS LLC (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BOULEVARD (Street) STAMFORD CT 06901 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/05/2009
	4. 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 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	10/05/2009		S(1)		4,947(2)	D	$22.06	5,989,652	I	See footnotes(3)(4)
Common Stock	10/06/2009		S(1)		5,100(5)	D	$22.06	5,984,552	I	See footnotes(6)(7)

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

1. Name and Address of Reporting Person* CLAUDIUS LLC (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BOULEVARD (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GALEN PARTNERS IV LP (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BOULEVARD (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See general remarks.

1. Name and Address of Reporting Person* Galen Partners International IV, L.P. (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BOULEVARD (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See general remarks.

1. Name and Address of Reporting Person* Galen Employee Fund IV, L.P. (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BOULEVARD (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See general remarks.

1. Name and Address of Reporting Person* GALEN PARTNERS III L P (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BOULEVARD (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See general remarks.

1. Name and Address of Reporting Person* GALEN PARTNERS INTERNATIONAL III L P (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BOULEVARD (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See general remarks.

1. Name and Address of Reporting Person* GALEN EMPLOYEE FUND III LP (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BOULEVARD (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See general remarks.

1. Name and Address of Reporting Person* Claudius IV, LLC (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BOULEVARD (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See general remarks.

1. Name and Address of Reporting Person* Galen Investment Advisory Group L.L.C. (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BOULEVARD (Street) STAMFORD CT 06901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See general remarks

Explanation of Responses:

1. The sale of shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Funds on September 1, 2009.

2. The shares were sold as follows: 870 by Galen Partners IV, L.P. ("Galen IV"), 69 shares by Galen Partners International IV, L.P. ("Galen International IV"), 1 share by Galen Employee Fund IV, L.P. ("Employee Fund IV"), 3,662 by Galen Partners III, L.P. ("Galen III"), 332 by Galen Partners International III, L.P. ("Galen International III") and 13 shares by Galen Employee Fund III, L.P. ("Employee Fund III" and, collectively with Galen IV, Galen International IV, Employee Fund IV, Galen III, Galen International III, the "Funds").

3. The shares are held as follows: 1,045,017 by Galen IV, 83,011 by Galen International IV, 1,458 by Employee Fund IV, 4,397,729 by Galen III, 398,551 by Galen International III, 18,777 by Employee Fund III and 45,109 by Galen Investment Advisory Group, L.L.C. ("Galen Investment"). Claudius IV, L.L.C. serves as the sole General Partner of Galen IV and Galen International IV and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Wesson Enterprises, Inc. serves as the sole General Partner of Employee Fund IV and Employee Fund III and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds.

4. Claudius, L.L.C. serves as the sole General Partner of Galen III and Galen International III and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

5. The shares were sold as follows: 897 by Galen IV, 72 shares by Galen International IV, 1 share by Employee Fund IV, 3,775 by Galen III, 342 by Galen International III, and 13 shares by Employee Fund III.

6. The shares are held as follows: 1,044,120 by Galen IV, 82,939 by Galen International IV, 1,457 by Employee Fund IV, 4,393,954 by Galen III, 398,209 by Galen International III, 18,764 by Employee Fund III and 45,109 by Galen Investment. Claudius IV, L.L.C. serves as the sole General Partner of Galen IV and Galen International IV and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Wesson Enterprises, Inc. serves as the sole General Partner of Employee Fund IV and Employee Fund III and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds.

7. Claudius, L.L.C. serves as the sole General Partner of Galen III and Galen International III and has sole voting and investment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

Remarks:

Galen entities combined are 10% owners.

	/s/ Bruce F. Wesson, Member of Claudius IV, L.L.C., the General Partner of GALEN PARTNERS IV, L.P.	10/07/2009
	/s/ Bruce F. Wesson, Member of Claudius IV, L.L.C., the General Partner of GALEN PARTNERS INTERNATIONAL IV, L.P.	10/07/2009
	/s/ Bruce F. Wesson, Sole Shareholder of Wesson Enterprises, Inc., the General Partner of GALEN EMPLOYEE FUND IV, L.P.	10/07/2009
	/s/ Bruce F. Wesson, Member of Caludius, L.L.C., the General Partner of GALEN PARTNERS III, L.P.	10/07/2009
	/s/ Bruce F. Wesson, Member of Claudius L.L.C., the General Partner of GALEN PARTNERS INTERNATIONAL III, L.P.	10/07/2009
	/s/ Bruce F. Wesson, Sole Shareholder of Wesson Enterprises, Inc., the General Partner of GALEN EMPLOYEE FUND III L.P.	10/07/2009
	/s/ Bruce F. Wesson, Member of CLAUDIUS, L.L.C.	10/07/2009
	/s/ Bruce F. Wesson, Member of CLAUDIUS IV, L.L.C.	10/07/2009
	/s/ Bruce F. Wesson, Member of GALEN INVESTMENT ADVISORY GROUP, L.L.C.	10/07/2009
	** 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.