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) 10/01/2009
	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	10/01/2009		S(1)		28,608(2)	D	$22.1249(3)	6,229,596	I	See footnotes(4)(5)
Common Stock	10/01/2009		J(6)		232,997	D	(6)	5,996,599	I	See footnotes(7)(8)
Common Stock	10/02/2009		S(1)		2,000(9)	D	$22.06	5,994,599	I	See footnotes(10)(11)

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 Management, LLC (Last) (First) (Middle) 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: 5,032 by Galen Partners IV, L.P. ("Galen IV"), 400 shares by Galen Partners International IV, L.P. ("Galen International IV"), 7 shares by Galen Employee Fund IV, L.P. ("Employee Fund IV"), 21,177 by Galen Partners III, L.P. ("Galen III"), 1,919 by Galen Partners International III, L.P. ("Galen International III") and 73 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 were sold at prices between $22.06 and $22.49. The Reporting Persons will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. The shares are held as follows: 1,046,239 by Galen IV, 83,108 by Galen International IV, 1,460 by Employee Fund IV, 4,402,871 by Galen III, 399,017 by Galen International III, 18,795 by Employee Fund III, 69,444 by Galen Management, L.L.C. ("Galen Management") and 208,662 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.

5. 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. 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.

6. Represents a pro rata distribution of 69,444 shares by Galen Management to its members and a pro rata distribution of 163,553 shares by Galen Investment to its members.

7. The shares are held as follows: 1,046,239 by Galen IV, 83,108 by Galen International IV, 1,460 by Employee Fund IV, 4,402,871 by Galen III, 399,017 by Galen International III, 18,795 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.

8. 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. 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.

9. The shares were sold as follows: 352 by Galen IV, 28 shares by Galen International IV, 1 share by Employee Fund IV, 1,480 shares by Galen III, 134 shares by Galen International III and 5 shares by Employee Fund III.

10. The shares are held as follows: 1,045,887 by Galen IV, 83,080 by Galen International IV, 1,459 by Employee Fund IV, 4,401,391 by Galen III, 398,883 by Galen International III, 18,790 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.

11. 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.	10/05/2009
	/s/ Bruce F. Wesson, Member of Claudius IV, L.L.C., the General Partner of GALEN PARTNERS INTERNATIONAL IV, L.P.	10/05/2009
	/s/ Bruce F. Wesson, Sole Shareholder of Wesson Enterprises, Inc., the General Partner of GALEN EMPLOYEE FUND IV, L.P.	10/05/2009
	/s/ Bruce F. Wesson, Member of Caludius, L.L.C., the General Partner of GALEN PARTNERS III, L.P.	10/05/2009
	/s/ Bruce F. Wesson, Member of Claudius L.L.C., the General Partner of GALEN PARTNERS INTERNATIONAL III, L.P.	10/05/2009
	/s/ Bruce F. Wesson, Sole Shareholder of Wesson Enterprises, Inc., the General Partner of GALEN EMPLOYEE FUND III L.P.	10/05/2009
	/s/ Bruce F. Wesson, Member of CLAUDIUS, L.L.C.	10/05/2009
	/s/ Bruce F. Wesson, Member of CLAUDIUS IV, L.L.C.	10/05/2009
	/s/ Bruce F. Wesson, Member of GALEN MANAGEMENT, L.L.C.	10/05/2009
	/s/ Bruce F. Wesson, Member of GALEN INVESTMENT ADVISORY GROUP, L.L.C.	10/05/2009
	** Signature of Reporting Person	Date
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