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
X	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* Metalmark Capital LLC (Last) (First) (Middle) 1177 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VANGUARD HEALTH SYSTEMS INC [ VHS ]	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) 10/01/2013
	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	10/01/2013		I	V	7,707,834	D	$21	0	I	By Subsidiary(1)(2)

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* Metalmark Capital LLC (Last) (First) (Middle) 1177 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (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* MSCP III LLC (Last) (First) (Middle) C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (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* MSCP III 892 INVESTORS LP (Last) (First) (Middle) C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (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* MSDW CAPITAL PARTNERS IV LLC (Last) (First) (Middle) C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (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* MSDW Capital Partners IV, L P (Last) (First) (Middle) C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (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* MORGAN STANLEY DEAN WITTER CAPITAL INVESTORS IV L P (Last) (First) (Middle) C/O MORGAN STANLEY 1585 BROADWAY (Street) NEW YORK NY 10036 (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* MSDW IV 892 INVESTORS L P (Last) (First) (Middle) C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (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* Morgan Stanley Capital Partners III, L.P. (Last) (First) (Middle) C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (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* MORGAN STANLEY CAPITAL INVESTORS L P (Last) (First) (Middle) C/O MORGAN STANLEY 1585 BROADWAY (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Metalmark Capital LLC ("Metalmark") is the principal owner of Metalmark Subadvisor LLC ("Subadvisor"). Subadvisor provides certain advisory services to the following limited partnerships (the "Partnerships"): (A) Morgan Stanley Capital Partners III, L.P. ("MSCP III, L.P."), MSCP III 892 Investors, L.P. ("MSCP III 892") and Morgan Stanley Capital Investors, L.P. ("MSCI") and (B) Morgan Stanley Dean Witter Capital Partners IV, L.P., ("MSDW Capital Partners"), Morgan Stanley Dean Witter Capital Investors IV, L.P. ("MSDW Capital Investors") and MSDW IV 892 Investors, L.P. ("MSDW IV 892"). MSCP III, LLC ("MSCP III") is the general partner of each of the limited partnerships listed in (A). MSDW Capital Partners IV, LLC ("MSDW Capital") is the general partner of each of the limited partnerships listed in (B).

2. The services provided by Subadvisor to the Partnerships are pursuant to a delegation of authority under a Subadvisory Agreement between Subadvisor and MSCP III and MSDW Capital, as the general partners of the Partnerships.

Remarks:

Exhibit 99.1, incoporated by reference herein.

	/s/Kenneth F. Clifford, as authorized signatory of Metalmark Capital LLC	10/02/2013
	/s/ Kenneth F. Clifford, Chief Financial Officer of Metalmark Subadvisor LLC, as attorney-in-fact for MSCP III, LLC and MSDW Capital Partners IV, LLC and as attorney-in-fact for the general partner of each of Morgan Stanley Capital Partners III, L.P.,	10/02/2013
	Morgan Stanley Capital Investors, L.P., MSCP III 892 Investors, L.P., Morgan Stanley Dean Witter Capital Partners IV, L.P., Morgan Stanley Dean Witter Capital Investors IV, L.P., and MSDW IV 892 Investors L.P.	10/02/2013
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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