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

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

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)
03/16/2010

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)
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	03/16/2010		S⁽¹⁾		3,700⁽²⁾	D	$22.06	5,864,690	I	See FN⁽³⁾⁽⁴⁾
Common Stock	03/17/2010		S⁽¹⁾		2,448⁽⁵⁾	D	$22.06	5,862,242	I	See FN⁽⁴⁾⁽⁶⁾
Common Stock	03/18/2010		S⁽¹⁾		2,670⁽⁷⁾	D	$22.0633⁽⁸⁾	5,859,572	I	See FN⁽⁴⁾⁽⁹⁾
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)
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)

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: 651 by Galen Partners IV, L.P. ("Galen IV"), 52 shares by Galen Partners International IV, L.P. ("Galen International IV"), 1 share by Galen Employee Fund IV, L.P. ("Employee Fund IV"), 2,739 by Galen Partners III, L.P. ("Galen III"), 248 by Galen Partners International III, L.P. ("Galen International III") and 9 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 are held as follows: 1,030,970 by Galen IV, 81,896 by Galen International IV, 1,438 by Employee Fund IV, 4,338,617 by Galen III, 393,194 by Galen International III and 18,575 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.

4. 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.

5. The shares were sold as follows: 431 by Galen IV, 34 shares by Galen International IV, 1 share by Employee Fund IV, 1,812 by Galen III, 164 by Galen International III and 6 shares by Employee Fund III.

6. The shares are held as follows: 1,030,539 by Galen IV, 81,862 by Galen International IV, 1,437 by Employee Fund IV, 4,336,805 by Galen III, 393,030 by Galen International III and 18,569 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.

7. The shares were sold as follows: 470 by Galen IV, 37 shares by Galen International IV, 1 share by Employee Fund IV, 1,976 by Galen III, 179 by Galen International III and 7 shares by Employee Fund III.

8. The shares were sold at prices between $22.06 and $22.08. 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.

9. The shares are held as follows: 1,030,069 by Galen IV, 81,825 by Galen International IV, 1,436 by Employee Fund IV, 4,334,829 by Galen III, 392,851 by Galen International III and 18,562 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	03/18/2010
	** 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.