SEC FORM 4

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

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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^*

HUNN LAURENCE NEIL

(Last)

(First)

(Middle)

100 NORTH POINT CENTER EAST

SUITE 200

(Street)

ALPHARETTA

30022

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/10/2009		M		14,106	A	$1.56	42,406	D
Common Stock	08/10/2009		M		2,094	A	$2.86	44,500	D
Common Stock	08/10/2009		S		7,298⁽¹⁾	D	$20	37,202	D
Common Stock	08/10/2009		S		200⁽¹⁾	D	$20.01	37,002	D
Common Stock	08/10/2009		S		300⁽¹⁾	D	$20.02	36,702	D
Common Stock	08/10/2009		S		100⁽¹⁾	D	$20.03	36,602	D
Common Stock	08/10/2009		S		600⁽¹⁾	D	$20.04	36,002	D
Common Stock	08/10/2009		S		500⁽¹⁾	D	$20.05	35,502	D
Common Stock	08/10/2009		S		200⁽¹⁾	D	$20.13	35,302	D
Common Stock	08/10/2009		S		800⁽¹⁾	D	$20.14	34,502	D
Common Stock	08/10/2009		S		100⁽¹⁾	D	$20.15	34,402	D
Common Stock	08/10/2009		S		500⁽¹⁾	D	$20.16	33,902	D
Common Stock	08/10/2009		S		2,100⁽¹⁾	D	$20.17	31,802	D
Common Stock	08/10/2009		S		2,000⁽¹⁾	D	$20.18	29,802	D
Common Stock	08/10/2009		S		799⁽¹⁾	D	$20.19	29,003	D
Common Stock	08/10/2009		S		2,200⁽¹⁾	D	$20.2	26,803	D
Common Stock	08/10/2009		S		1,653⁽¹⁾	D	$20.21	25,150	D
Common Stock	08/10/2009		S		1,253⁽¹⁾	D	$20.22	23,897	D
Common Stock	08/10/2009		S		400⁽¹⁾	D	$20.23	23,497	D
Common Stock	08/10/2009		S		247⁽¹⁾	D	$20.24	23,250	D
Common Stock	08/10/2009		S		1,702⁽¹⁾	D	$20.25	21,548	D
Common Stock	08/10/2009		S		700⁽¹⁾	D	$20.26	20,848	D
Common Stock	08/10/2009		S		800⁽¹⁾	D	$20.27	20,048	D
Common Stock	08/10/2009		S		200⁽¹⁾	D	$20.28	19,848	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$1.56	08/10/2009		M			14,106	⁽²⁾	04/21/2014	Common Stock	14,106	$0.00	0	D
Stock Options (Right to Buy)	$2.86	08/10/2009		M			2,094	⁽³⁾	02/03/2015	Common Stock	2,094	$0.00	26,726	D
Stock Options (Right to Buy)	$9.68							⁽⁴⁾	07/05/2016	Common Stock	12,000		12,000	D
Stock Options (Right to Buy)	$9.29							⁽⁵⁾	09/10/2017	Common Stock	56,000		56,000	D
Stock Options (Right to Buy)	$9.29							⁽⁶⁾	09/17/2017	Common Stock	40,000		40,000	D
Stock Options (Right to Buy)	$15.95							⁽⁷⁾	03/25/2018	Common Stock	15,082		15,082	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 17, 2007.

2. The reporting person was granted these options on April 21, 2004, and the options are fully vested.

3. The reporting person was granted these options on February 3, 2005. The options vest equally (over the course of 60 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, 2010.

4. The reporting person was granted these options on July 5, 2006. The options vest equally (over the course of 60 months) on the first day of each month beginning on August 1, 2006, such that 100% of the options will be fully vested on July 1, 2011.

5. The reporting person was granted these options on September 10, 2007. The options vest equally (over the course of 60 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, 2012.

6. The reporting person was granted these options on September 17, 2007. The options vest equally (over the course of 60 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, 2012.

7. The reporting person was granted these options on March 25, 2008. The options vest equally (over the course of 60 months) on the first day of each month beginning on March 1, 2008, such that 100% of the options will be fully vested on February 1, 2013.

Remarks:

Form 1 of 2 for transactions executed by reporting person on August 10, 2009.

	/s/ Christopher K. Logsdon, Attorney-In-Fact	08/12/2009
	** 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.
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