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 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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/19/2010
	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	07/19/2010		S(1)		12,150(2)	D	$24.0636(3)	5,550,777	I	See FN(4)(5)
Common Stock	07/20/2010		S(1)		20,400(6)	D	$24.0779(7)	5,530,377	I	See FN(5)(8)
Common Stock	07/21/2010		S(1)		900(9)	D	$24.0727(10)	5,529,477	I	See FN(5)(11)
Common Stock								54,783	D

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 Funds on September 1, 2009

2. The shares were sold as follows: 2,137 by Galen Partners IV, L.P. ("Galen IV"), 170 shares by Galen Partners International IV, L.P. ("Galen International IV"), 3 by Galen Employee Fund IV, L.P. ("Employee Fund IV"), 8,994 by Galen Partners III, L.P. ("Galen III"), 815 by Galen Partners International III, L.P. ("Galen International III") and 31 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 $24.11. 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: 975,750 by Galen IV, 77,512 by Galen International IV, 1,359 by Employee Fund IV, 4,106,245 by Galen III, 372,135 by Galen International III and 17,776 by Employee Fund III. Claudius IV, L.L.C. ("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.

5. Claudius, L.L.C. ("Claudius") 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. The Reporting Person is a member of Claudius IV, a member of Claudius and the sole shareholder of Wesson Enterprises. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

6. The shares were sold as follows: 3,588 shares by Galen IV, 285 shares by Galen International IV, 5 shares by Employee Fund IV, 15,101 shares by Galen III, 1,369 shares by Galen International III and 52 shares by Employee Fund III.

7. The shares were sold at prices between $24.06 and $24.16. 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: 972,162 by Galen IV, 77,227 by Galen International IV, 1,354 by Employee Fund IV, 4,091,144 by Galen III, 370,766 by Galen International III and 17,724 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.

9. The shares were sold as follows: 158 shares by Galen IV, 13 shares by Galen International IV, 1 share by Employee Fund IV, 666 shares by Galen III, 60 shares by Galen International III and 2 shares by Employee Fund III.

10. The shares were sold at prices between $24.06 and $24.13. 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.

11. The shares are held as follows: 972,004 by Galen IV, 77,214 by Galen International IV, 1,353 by Employee Fund IV, 4,090,478 by Galen III, 370,706 by Galen International III and 17,722 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	07/21/2010
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.