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* CLAUDIUS LLC (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C 680 WASHINGTON BLVD. (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) 05/17/2010
	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	05/17/2010		S(1)		16,389(2)	D	$24.0681(3)	5,689,102	I	See FN(4)(5)
Common Stock	05/18/2010		S(1)		14,467(6)	D	$24.1492(7)	5,674,635	I	See FN(5)(8)

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 BLVD. (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 BLVD. (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 International IV, L.P. (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C 680 WASHINGTON BLVD. (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 Employee Fund IV, L.P. (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C 680 WASHINGTON BLVD. (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 III L P (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BLVD. (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 INTERNATIONAL III L P (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BLVD. (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 EMPLOYEE FUND III LP (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C 680 WASHINGTON BLVD. (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* Claudius IV, LLC (Last) (First) (Middle) C/O GALEN MANAGEMENT, L.L.C 680 WASHINGTON BLVD. (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)

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: 2,883 shares by Galen Partners IV, L.P. ("Galen IV"), 229 shares by Galen Partners International IV, L.P. ("Galen International IV"), 4 shares by Galen Employee Fund IV, L.P. ("Employee Fund IV"), 12,132 shares by Galen Partners III, L.P. ("Galen III"), 1,099 shares by Galen Partners International III, L.P. ("Galen International III") and 42 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 $24.06 and $24.15. The Reporting Entities 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: 1,000,082 by Galen IV, 79,444 by Galen International IV, 1,393 by Employee Fund IV, 4,208,640 by Galen III, 381,415 by Galen International III and 18,128 by Employee Fund III. Claudius IV, L.L.C. ("Cladius IV") 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.

5. 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. The shares were sold as follows: 2,545 shares by Galen IV, 202 shares by Galen International IV, 3 shares by Employee Fund IV, 10,709 shares by Galen III, 971 shares by Galen International III and 37 shares by Employee Fund III.

7. The shares were sold at prices between $24.06 and $24.30. The Reporting Entities 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.

8. The shares are held as follows: 997,537 by Galen IV, 79,242 by Galen International IV, 1,390 by Employee Fund IV, 4,197,931 by Galen III, 380,444 by Galen International III and 18,091 by Employee Fund III. Claudius IV 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.

Remarks:

	/s/ Bruce F. Wesson, Member of Claudius, L.L.C	05/19/2010
	/s/ Bruce F. Wesson, Member of Claudius IV, L.L.C., the General Partner of Galen Partners IV, L.P.	05/19/2010
	/s/ Bruce F. Wesson, Member of Claudius IV, L.L.C., the General Partner of Galen Partners International IV, L.P.	05/19/2010
	/s/ Bruce F. Wesson, Sole Shareholder of Wesson Enterprises, Inc., the General Partner of Galen Employee Fund IV, L.P.	05/19/2010
	/s/ Bruce F. Wesson, Member of Claudius L.L.C., the General Partner of Galen Partners III, L.P.	05/19/2010
	Bruce F. Wesson, Member of Claudius L.L.C., the General Partner of Galen Partners International III, L.P.	05/19/2010
	/s/ Bruce F. Wesson, Sole Shareholder of Wesson Enterprises, Inc., the General Partner of Galen Employee Fund III L.P.	05/19/2010
	/s/ Bruce F. Wesson, Member of Claudius IV, L.L.C	05/19/2010
	** 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).
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