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* WESSON BRUCE F (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) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/03/2009
	4. 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 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	08/03/2009		S(1)		9,824	D	$19	6,360,085	I	By Galen Partners IV, L.P.(2)
Common Stock	08/03/2009		S(1)		780	D	$19	6,359,305	I	By Galen Partners International IV, L.P.(3)
Common Stock	08/03/2009		S(1)		11	D	$19	6,359,294	I	By Galen Employee Fund IV, L.P.(4)
Common Stock	08/03/2009		S(1)		41,346	D	$19	6,317,948	I	By Galen Partners III, L.P.(5)
Common Stock	08/03/2009		S(1)		3,747	D	$19	6,314,201	I	By Galen Partners International III, L.P.(6)
Common Stock	08/03/2009		S(1)		142	D	$19	6,314,059	I	By Galen Employee Fund III, L.P.(7)

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

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 reporting persons on August 29, 2008.

2. The shares are owned by Galen Partners IV, L.P. ("Galen IV"), which is under common control with Galen Partners International IV, L.P. ("Galen International IV"), Galen Employee Fund IV, L.P. ("Employee Fund IV"), Galen Partners III, L.P. ("Galen III"), Galen Partners International III, L.P. ("Galen International III"), and Galen Employee Fund III, L.P. ("Employee Fund III"). Claudius IV, L.L.C. ("Claudius IV") serves as the sole General Partner of Galen IV, and has sole voting and investment control over the shares owned by Galen IV, and may be deemed to own beneficially the shares held by Galen IV. Claudius IV however owns no securities of the Issuer directly. Bruce F. Wesson ("Wesson") is a Member of Claudius IV and has voting and dispositive power over the shares held by Galen IV. Wesson disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

3. The shares are owned by Galen International IV, which is under common control with Galen IV, Employee Fund IV, Galen III, Galen International III, and Employee Fund III. Claudius IV serves as the sole General Partner of Galen International IV, and has sole voting and investment control over the shares owned by Galen International IV, and may be deemed to own beneficially the shares held by Galen International IV. Claudius IV however owns no securities of the Issuer directly. Wesson is a Member of Claudius IV and has voting and dispositive power over the shares held by Galen International IV. Wesson disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

4. The shares are owned by Employee Fund IV, which is under common control with Galen IV, Galen International IV, Galen III, Galen International III, and Employee Fund III. Wesson Enterprises, Inc. ("Wesson Enterprises") serves as the sole General Partner of Employee Fund IV, and has sole voting and investment control over the shares owned by Employee Fund IV, and may be deemed to own beneficially the shares held by Employee Fund IV. Wesson Enterprises however owns no securities of the Issuer directly. Wesson is the sole shareholder of Wesson Enterprises and has voting and dispositive power over the shares held by Employee Fund IV. Wesson disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

5. The shares are owned by Galen III, which is under common control with Galen IV, Galen International IV, Employee Fund IV, Galen International III, and Employee Fund III. Claudius, L.L.C. ("Claudius") serves as the sole General Partner of Galen III, and has sole voting and investment control over the shares owned by Galen III, and may be deemed to own beneficially the shares held by Galen III. Claudius however owns no securities of the Issuer directly. Wesson is a Member of Claudius and has voting and dispositive power over the shares held by Galen III. Wesson disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

6. The shares are owned by Galen International III, which is under common control with Galen IV, Galen International IV, Employee Fund IV, Galen III, and Employee Fund III. Claudius serves as the sole General Partner of Galen International III, and has sole voting and investment control over the shares owned by Galen International III, and may be deemed to own beneficially the shares held by Galen International III. Claudius however owns no securities of the Issuer directly. Wesson is a Member of Claudius and has voting and dispositive power over the shares held by Galen International III. Wesson disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

7. The shares are owned by Employee Fund III, which is under common control with Galen IV, Galen International IV, Employee Fund IV, Galen III, and Galen International III. Wesson Enterprises serves as the sole General Partner of Employee Fund III, and has sole voting and investment control over the shares owned by Employee Fund III, and may be deemed to own beneficially the shares held by Employee Fund III. Wesson Enterprises however owns no securities of the Issuer directly. Wesson is the sole shareholder of Wesson Enterprises and has voting and dispositive power over the shares held by Employee Fund III. Wesson disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

	/s/ Bruce F. Wesson	08/05/2009
	** Signature of Reporting Person	Date
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