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) 10/08/2009 | ||||||||||||||||||||||||||
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 | 10/08/2009 | S(1) | 15,199(2) | D | $22.06 | 5,969,355 | I | See footnotes(3)(4) | ||
Common Stock | 10/09/2009 | J(5) | 45,111 | D | (5) | 5,924,244 | I | See footnotes(6)(7) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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: 2,674 by Galen Partners IV, L.P. ("Galen IV"), 211 shares by Galen Partners International IV, L.P. ("Galen International IV"), 4 shares by Galen Employee Fund IV, L.P. ("Employee Fund IV"), 11,252 by Galen Partners III, L.P. ("Galen III"), 1,020 by Galen Partners International III, L.P. ("Galen International III") and 38 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: 1,041,446 by Galen IV, 82,728 by Galen International IV, 1,453 by Employee Fund IV, 4,382,702 by Galen III, 397,189 by Galen International III, 18,726 by Employee Fund III and 45,111 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. Represents a pro rata distribution of 45,111 shares by Galen Investment to its members. |
6. The shares are held as follows: 1,041,446 by Galen IV, 82,728 by Galen International IV, 1,453 by Employee Fund IV, 4,382,702 by Galen III, 397,189 by Galen International III, 18,726 by Employee Fund III. 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. | 10/13/2009 | |
/s/ Bruce F. Wesson, Member of Claudius IV, L.L.C., the General Partner of GALEN PARTNERS INTERNATIONAL IV, L.P. | 10/13/2009 | |
/s/ Bruce F. Wesson, Sole Shareholder of Wesson Enterprises, Inc., the General Partner of GALEN EMPLOYEE FUND IV, L.P. | 10/13/2009 | |
/s/ Bruce F. Wesson, Member of Caludius, L.L.C., the General Partner of GALEN PARTNERS III, L.P. | 10/13/2009 | |
/s/ Bruce F. Wesson, Member of Claudius L.L.C., the General Partner of GALEN PARTNERS INTERNATIONAL III, L.P. | 10/13/2009 | |
/s/ Bruce F. Wesson, Sole Shareholder of Wesson Enterprises, Inc., the General Partner of GALEN EMPLOYEE FUND III L.P. | 10/13/2009 | |
/s/ Bruce F. Wesson, Member of CLAUDIUS, L.L.C. | 10/13/2009 | |
/s/ Bruce F. Wesson, Member of CLAUDIUS IV, L.L.C. | 10/13/2009 | |
/s/ Bruce F. Wesson, Member of GALEN INVESTMENT ADVISORY GROUP, L.L.C. | 10/13/2009 | |
** 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. |