CUSIP No. 922036207
|
13G
|
Page 2 of 20 Pages
|
|||
1.
|
Name of Reporting Persons:
Morgan Stanley Capital Partners III, L.P.
|
||||
2.
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power:
0
|
|||
6.
|
Shared Voting Power:
45,601,929
|
||||
7.
|
Sole Dispositive Power:
664,170
|
||||
8.
|
Shared Dispositive Power:
0
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,601,929
|
||||
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
||||
11.
|
Percent of Class Represented by Amount in Row (9):
59.3%
|
||||
12.
|
Type of Reporting Person (See Instructions):
PN
|
CUSIP No. 922036207
|
13G
|
Page 3 of 20 Pages
|
|||
1.
|
Name of Reporting Persons:
MSCP III 892 Investors, L.P.
|
||||
2.
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power:
0
|
|||
6.
|
Shared Voting Power:
45,601,929
|
||||
7.
|
Sole Dispositive Power:
68,011
|
||||
8.
|
Shared Dispositive Power:
0
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,601,929
|
||||
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
||||
11.
|
Percent of Class Represented by Amount in Row (9):
59.3%
|
||||
12.
|
Type of Reporting Person (See Instructions):
PN
|
CUSIP No. 922036207
|
13G
|
Page 4 of 20 Pages
|
|||
1.
|
Name of Reporting Persons:
Morgan Stanley Dean Witter Capital Partners IV, L.P.
|
||||
2.
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power:
0
|
|||
6.
|
Shared Voting Power:
45,601,929
|
||||
7.
|
Sole Dispositive Power:
6,240,605
|
||||
8.
|
Shared Dispositive Power:
0
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,601,929
|
||||
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
||||
11.
|
Percent of Class Represented by Amount in Row (9):
59.3%
|
||||
12.
|
Type of Reporting Person (See Instructions):
PN
|
CUSIP No. 922036207
|
13G
|
Page 5 of 20 Pages
|
|||
1.
|
Name of Reporting Persons:
MSDW IV 892 Investors, L.P.
|
||||
2.
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power:
0
|
|||
6.
|
Shared Voting Power:
45,601,929
|
||||
7.
|
Sole Dispositive Power:
542,350
|
||||
8.
|
Shared Dispositive Power:
0
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,601,929
|
||||
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
||||
11.
|
Percent of Class Represented by Amount in Row (9)
59.3%
|
||||
12.
|
Type of Reporting Person (See Instructions):
PN
|
CUSIP No. 922036207
|
13G
|
Page 6 of 20 Pages
|
|||
1.
|
Name of Reporting Persons:
Metalmark Capital LLC
|
||||
2.
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power:
0
|
|||
6.
|
Shared Voting Power:
45,601,929
|
||||
7.
|
Sole Dispositive Power:
7,515,136
|
||||
8.
|
Shared Dispositive Power:
0
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,601,929
|
||||
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
||||
11.
|
Percent of Class Represented by Amount in Row (9):
59.3%
|
||||
12.
|
Type of Reporting Person (See Instructions):
CO, IA
|
CUSIP No. 922036207
|
13G
|
Page 7 of 20 Pages
|
|||
1.
|
Name of Reporting Persons:
Morgan Stanley Capital Investors, L.P.
|
||||
2.
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power:
0
|
|||
6.
|
Shared Voting Power:
45,601,929
|
||||
7.
|
Sole Dispositive Power:
18,603
|
||||
8.
|
Shared Dispositive Power:
0
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,601,929
|
||||
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
||||
11.
|
Percent of Class Represented by Amount in Row (9):
59.3%
|
||||
12.
|
Type of Reporting Person (See Instructions):
PN
|
CUSIP No. 922036207
|
13G
|
Page 8 of 20 Pages
|
|||
1.
|
Name of Reporting Persons:
MSCP III, LLC
|
||||
2.
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power:
0
|
|||
6.
|
Shared Voting Power:
45,601,929
|
||||
7.
|
Sole Dispositive Power:
18,603
|
||||
8.
|
Shared Dispositive Power:
0
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,601,929
|
||||
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
||||
11.
|
Percent of Class Represented by Amount in Row (9):
59.3%
|
||||
12.
|
Type of Reporting Person (See Instructions):
CO, IA
|
CUSIP No. 922036207
|
13G
|
Page 9 of 20 Pages
|
|||
1.
|
Name of Reporting Persons:
Morgan Stanley Capital Partners III, Inc.
|
||||
2.
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power:
0
|
|||
6.
|
Shared Voting Power:
45,601,929
|
||||
7.
|
Sole Dispositive Power:
18,603
|
||||
8.
|
Shared Dispositive Power:
0
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,601,929
|
||||
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
||||
11.
|
Percent of Class Represented by Amount in Row (9):
59.3%
|
||||
12.
|
Type of Reporting Person (See Instructions):
CO, IA
|
CUSIP No. 922036207
|
13G
|
Page 10 of 20 Pages
|
|||
1.
|
Name of Reporting Persons:
Morgan Stanley Dean Witter Capital Investors IV, L.P.
|
||||
2.
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power:
0
|
|||
6.
|
Shared Voting Power:
45,601,929
|
||||
7.
|
Sole Dispositive Power:
174,095
|
||||
8.
|
Shared Dispositive Power:
0
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,601,929
|
||||
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
||||
11.
|
Percent of Class Represented by Amount in Row (9):
59.3%
|
||||
12.
|
Type of Reporting Person (See Instructions):
PN
|
CUSIP No. 922036207
|
13G
|
Page 11 of 20 Pages
|
|||
1.
|
Name of Reporting Persons:
MSDW Capital Partners IV LLC
|
||||
2.
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power:
0
|
|||
6.
|
Shared Voting Power:
45,601,929
|
||||
7.
|
Sole Dispositive Power:
174,095
|
||||
8.
|
Shared Dispositive Power:
0
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,601,929
|
||||
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
||||
11.
|
Percent of Class Represented by Amount in Row (9):
59.3%
|
||||
12.
|
Type of Reporting Person (See Instructions):
CO, IA
|
CUSIP No. 922036207
|
13G
|
Page 12 of 20 Pages
|
|||
1.
|
Name of Reporting Persons:
MSDW Capital Partners IV, Inc.
|
||||
2.
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) o
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Citizenship or Place of Organization:
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power:
0
|
|||
6.
|
Shared Voting Power:
45,601,929
|
||||
7.
|
Sole Dispositive Power:
174,095
|
||||
8.
|
Shared Dispositive Power:
0
|
||||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
45,601,929
|
||||
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
||||
11.
|
Percent of Class Represented by Amount in Row (9):
59.3%
|
||||
12.
|
Type of Reporting Person (See Instructions):
CO, IA
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
(b)
|
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
(c)
|
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
(d)
|
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
(e)
|
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
(f)
|
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
(g)
|
o |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
(h)
|
o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act 0f 1940 (15 U.S.C. 80a-3);
|
(j)
|
o |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
(k)
|
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
Item 4.
|
Ownership
|
|
(a)
|
Amount beneficially owned:
|
|
As of December 31, 2011, each of the Reporting Persons may be deemed to be the beneficial owner of the shares listed on such Reporting Person’s cover page.
|
|
(b)
|
Percent of class:
|
|
See item 11 on Cover Pages to this Schedule 13G. Percent of class was determined using the number of shares outstanding as provided in the most recent Form 10-Q filing of Vanguard Health Systems, Inc.
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
See item 5 on Cover Pages to this Schedule 13G.
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
See item 6 on Cover Pages to this Schedule 13G.
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
See item 7 on Cover Pages to this Schedule 13G.
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
See item 8 on Cover Pages to this Schedule 13G.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
Item 8.
|
Identification and Classification of Members of the Group
|
Item 9.
|
Notice of Dissolution of Group
|
Item 10.
|
Certification
|
Signature:
|
/s/ Kenneth F. Clifford
|
||
By: Kenneth F. Clifford, as authorized signatory of Metalmark
|
|||
Signature:
|
/s/ Kenneth F. Clifford
|
||
By: Kenneth F. Clifford, Chief Financial Officer of Metalmark, as attorney-in-fact for MSCP LLC and MSCP, Inc. and for the institutional managing member of the general partner of each of MSCP III and MSCP 892
|
|||
Signature:
|
/s/ Kenneth F. Clifford
|
||
By: Kenneth F. Clifford, Chief Financial Officer of Metalmark, as attorney-in-fact for MSDW Capital Partners and MSDW Inc. and for the institutional managing member of the general partner of each of MSDW IV and MSDW 892
|
|||
Signature:
|
/s/ Christopher L. O’Dell | ||
By: Christopher L. O’Dell, as authorized signatory of the managing member of the general partner of MSCI
|
|||
Signature:
|
/s/ Christopher L. O’Dell
|
||
By: Christopher L. O’Dell, as authorized signatory of the managing member of the general partner of MSDW Capital Investors
|
(1)
|
Morgan Stanley Capital Partners III, L.P. (“MSCP III”)
|
|
1585 Broadway
|
||
New York, NY 10036
|
||
(2)
|
MSCP III 892 Investors, L.P. (“MSCP 892”)
|
|
1585 Broadway
|
||
New York, NY 10036
|
||
(3)
|
Metalmark Capital LLC (“Metalmark”)
|
|
1177 Avenue of the Americas, 40th Floor
|
||
New York, New York 10036
|
||
(4)
|
Morgan Stanley Capital Investors, L.P. (“MSCI”)
|
|
1585 Broadway
|
||
New York, NY 10036
|
||
(5)
|
MSCP III, LLC (“MSCP LLC”)
|
|
1585 Broadway
|
||
New York, NY 10036
|
||
(6)
|
Morgan Stanley Capital Partners III, Inc. (“MSCP, Inc.”)
|
|
1585 Broadway
|
||
New York, NY 10036
|
(7)
|
Morgan Stanley Dean Witter Capital Partners IV, LP (“MSDW IV”)
|
|
1585 Broadway
|
||
New York, NY 10036
|
||
(8)
|
MSDW IV 892 Investors, LP (“MSDW 892”)
|
|
1585 Broadway
|
||
New York, NY 10036
|
||
(9)
|
Morgan Stanley Dean Witter Capital Investors IV, L.P. (“MSDW Capital Investors”)
|
|
1585 Broadway
|
||
New York, NY 10036
|
||
(10)
|
MSDW Capital Partners IV LLC (“MSDW Capital Partners”)
|
|
1585 Broadway
|
||
New York, NY 10036
|
||
(11)
|
MSDW Capital Partners IV, Inc. (“MSDW Inc.”)
|
|
1585 Broadway
|
||
New York, NY 10036
|
Signature:
|
/s/ Kenneth F. Clifford
|
||
By: Kenneth F. Clifford, as authorized signatory of Metalmark
|
|||
Signature:
|
/s/ Kenneth F. Clifford
|
||
By: Kenneth F. Clifford, Chief Financial Officer of Metalmark, as attorney-in-fact for MSCP LLC and MSCP, Inc. and for the institutional managing member of the general partner of each of MSCP III and MSCP 892
|
|||
Signature:
|
/s/ Kenneth F. Clifford
|
||
By: Kenneth F. Clifford, Chief Financial Officer of Metalmark, as attorney-in-fact for MSDW Capital Partners and MSDW Inc. and for the institutional managing member of the general partner of each of MSDW IV and MSDW 892
|
|||
Signature:
|
/s/ Christopher L. O’Dell | ||
By: Christopher L. O’Dell, as authorized signatory of the managing member of the general partner of MSDW Capital Investors
|
|||
Signature:
|
/s/ Christopher L. O’Dell
|
||
By: Christopher L. O’Dell, as authorized signatory of the managing member of the general partner of MSCI
|