SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

WESSON BRUCE F

(Last)

(First)

(Middle)

100 NORTH POINT CENTER EAST

SUITE 200

(Street)

ALPHARETTA

30022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2007

3. Issuer Name and Ticker or Trading Symbol
MEDASSETS INC [ MDAS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	45,111	D
Common Stock	118,442	I	By Galen Investment Advisory Group, LLC⁽¹⁾
Common Stock	114,556	I	By Galen Management, LLC⁽²⁾
Common Stock	3,620	I	By Galen Employee Fund III, L.P.⁽³⁾
Common Stock	334	I	By Galen Employee Fund IV, L.P.⁽⁴⁾
Common Stock	866,275	I	By Galen Partners III, L.P.⁽⁵⁾
Common Stock	78,511	I	By Galen Partners International III, L.P.⁽⁶⁾
Common Stock	26,387	I	By Galen Partners International IV, L.P.⁽⁷⁾
Common Stock	332,182	I	By Galen Partners IV, L.P.⁽⁸⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	11,187	⁽⁹⁾	I	By Galen Employee Fund III, L.P.⁽³⁾
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,142	⁽⁹⁾	I	By Galen Employee Fund IV, L.P.⁽⁴⁾
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	2,731,926	⁽⁹⁾	I	By Galen Partners III, L.P.⁽⁵⁾
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	247,286	⁽⁹⁾	I	By Galen Partners International III, L.P.⁽⁶⁾
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	58,790	⁽⁹⁾	I	By Galen Partners International IV, L.P.⁽⁷⁾
Series A Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	740,068	⁽⁹⁾	I	By Galen Partners IV, L.P.⁽⁸⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	939	⁽¹⁰⁾	I	By Galen Employee Fund III, L.P.⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	229,382	⁽¹⁰⁾	I	By Galen Partners III, L.P.⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	20,763	⁽¹⁰⁾	I	By Galen Partners International III, L.P.⁽⁶⁾
Series B-2 Convertible Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	4,968	⁽¹¹⁾	I	By Galen Employee Fund III, L.P.⁽³⁾
Series B-2 Convertible Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,133,963	⁽¹¹⁾	I	By Galen Partners III, L.P.⁽⁵⁾
Series B-2 Convertible Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	103,087	⁽¹¹⁾	I	By Galen Partners International III, L.P.⁽⁶⁾
Series I Convertible Preferred Stock	⁽¹²⁾	⁽¹²⁾	Common Stock	128	⁽¹²⁾	I	By Galen Employee Fund IV, L.P.⁽⁴⁾
Series I Convertible Preferred Stock	⁽¹²⁾	⁽¹²⁾	Common Stock	6,266	⁽¹²⁾	I	By Galen Partners International IV, L.P.⁽⁷⁾
Series I Convertible Preferred Stock	⁽¹²⁾	⁽¹²⁾	Common Stock	78,993	⁽¹²⁾	I	By Galen Partners IV, L.P.⁽⁸⁾
Stock Options (Right to Buy)	⁽¹³⁾	02/03/2015	Common Stock	2,222	$2.86	D
Stock Options (Right to Buy)	⁽¹⁴⁾	09/01/2015	Common Stock	20,000	$2.86	D
Stock Options (Right to Buy)	⁽¹⁵⁾	10/05/2016	Common Stock	12,778	$9.68	D
Stock Options (Right to Buy)	⁽¹⁶⁾	09/10/2017	Common Stock	18,889	$9.29	D

Explanation of Responses:

1. These shares are owned by Galen Investment Advisory Group, LLC. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Investment Advisory Group, LLC by virtue of his ownership interest in Galen Investment Advisory Group, LLC. The reporting person disclaims such beneficial ownership.

2. These shares are owned by Galen Management, LLC. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership.

3. These shares are owned by Galen Employee Fund III, L.P. Galen Management, LLC may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Employee Fund III, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership.

4. These shares are owned by Galen Employee Fund IV, L.P. Galen Management, LLC may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Employee Fund IV, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership.

5. These shares are owned by Galen Partners III, L.P. Galen Management, LLC may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Partners III, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership.

6. These shares are owned by Galen Partners International III, L.P. Galen Management, LLC may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Partners International III, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership.

7. These shares are owned by Galen Partners International IV, L.P. Galen Management, LLC may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Partners International IV, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership.

8. These shares are owned by Galen Partners IV, L.P. Galen Management, LLC may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Partners IV, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership.

9. Each share of Series A Convertible Preferred Stock will automatically convert into Common Stock utilizing a conversion rate of one share of Preferred Stock to .8 shares of Common Stock upon the closing of the issuer's initial public offering of common stock pursuant to an effective registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933 (given the satisfaction of certain criteria as set forth in the issuer's most recent amended and restated certificate of incorporation.) These shares have no expiration date.

10. Each share of Series B Convertible Preferred Stock will automatically convert into Common Stock utilizing a conversion rate of one share of Preferred Stock to .811085 shares of Common Stock upon the closing of the issuer's initial public offering of common stock pursuant to an effective registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933 (given the satisfaction of certain criteria as set forth in the issuer's most recent amended and restated certificate of incorporation.) These shares have no expiration date.

11. Each share of Series B-2 Convertible Preferred Stock will automatically convert into Common Stock utilizing a conversion rate of one share of Preferred Stock to .811085 shares of Common Stock upon the closing of the issuer's initial public offering of common stock pursuant to an effective registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933 (given the satisfaction of certain criteria as set forth in the Issuer's most recent amended and restated certificate of incorporation.) These shares have no expiration date.

12. Each share of Series I Convertible Preferred Stock will automatically convert into Common Stock utilizing a conversion rate of one share of Preferred Stock to .8 shares of Common Stock upon the closing of the issuer's initial public offering of common stock pursuant to an effective registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933 (given the satisfaction of certain criteria as set forth in the issuer's most recent amended and restated certificate of incorporation.) These shares have no expiration date.

13. The reporting person was granted these options on February 3, 2005. The options vest equally (over the course of 36 months) on the first day of each month beginning on March 1, 2005, such that 100% of the options will be fully vested on February 1, 2008.

14. The reporting person was granted these options on September 1, 2005. The options vest equally (over the course of 36 months) on the first day of each month beginning on August 1, 2005, such that 100% of the options will be fully vested on July 1, 2008.

15. The reporting person was granted these options on October 5, 2006. The options vest equally (over the course of 36 months) on the first day of each month beginning on October 1, 2006, such that 100% of the options will be fully vested on September 1, 2009.

16. The reporting person was granted these options on September 10, 2007. The options vest equally (over the course of 36 months) on the first day of each month beginning on September 1, 2007, such that 100% of the options will be fully vested on August 1, 2010.

Remarks:

	/s/ Christopher K. Logsdon, Attorney-In-Fact	12/12/2007
	** 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 5 (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).
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