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^*

Strobel Gregory A

(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)
05/26/2011

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Revenue Cycle Svcs

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)
Restricted Stock	7,066⁽¹⁾	D
Restricted Stock	13,958⁽²⁾	D

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)
Stock Options (Right to Buy)	⁽³⁾	09/10/2017	Common Stock	20,000	$9.29	D
Stock Options (Right to Buy)	⁽⁴⁾	03/25/2018	Common Stock	3,618	$15.95	D
Stock Options (Right to Buy)	⁽⁵⁾	11/12/2016	Common Stock	50,000	$22.45	D
Stock-Settled Stock Appreciation Rights	⁽⁶⁾	03/03/2018	Common Stock	180,000	$15.57	D
Stock-Settled Stock Appreciation Rights	⁽⁷⁾	01/05/2016	Common Stock	11,933	$14.74	D

Explanation of Responses:

1. The reporting person was granted these restricted shares on January 5, 2009. The shares vest on December 31, 2012.

2. The reporting person was granted these restricted shares on January 5, 2009. Shares vest based on the achievement of certain levels of company financial performance from 2009 to 2011 and are subject to a further one-year holding period.

3. 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.

4. 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.

5. The reporting person was granted these options on November 12, 2009. The options vest equally (over the course of 60 months) on the first day of each month beginning on November 1, 2009, such that 100% of the options will be fully vested on October 1, 2014.

6. The reporting person was granted these stock-settled stock appreciation rights (SSARs) on March 3, 2011. The SSARs vest equally (over the course of 60 months)beginning on March 1, 2011 such that 100% of the SSARs will be fully vested on February 1, 2016.

7. The reporting person was granted these SSARs on January 5, 2009. The SSARs vest 25% annually beginning on December 31, 2009 such that 100% of the SSARs will be fully vested on December 31, 2012.

Remarks:

	/s/ Christopher K. Logsdon, Attorney-In-Fact	06/03/2011
	** 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).
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.