SC 13G Amendment No. 5

0001193125-13-054723.txt : 20130213 0001193125-13-054723.hdr.sgml : 20130213 20130213144805 ACCESSION NUMBER: 0001193125-13-054723 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 GROUP MEMBERS: CLAUDIUS, L.L.C GROUP MEMBERS: GALEN EMPLOYEE FUND III, L.P GROUP MEMBERS: GALEN EMPLOYEE FUND IV, L.P GROUP MEMBERS: GALEN MANAGEMENT, L.L.C GROUP MEMBERS: GALEN PARTNERS III, L.P GROUP MEMBERS: GALEN PARTNERS INTERNATIONAL III, L.P GROUP MEMBERS: GALEN PARTNERS INTERNATIONAL IV, L.P GROUP MEMBERS: GALEN PARTNERS IV, L.P GROUP MEMBERS: L. JOHN WILKERSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDASSETS INC CENTRAL INDEX KEY: 0001254419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 510391128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83632 FILM NUMBER: 13602222 BUSINESS ADDRESS: STREET 1: 100 NORTH POINT CENTER EAST STREET 2: SUITE 200 CITY: ALPHARETTA STATE: GA ZIP: 30022 BUSINESS PHONE: 6783232500 MAIL ADDRESS: STREET 1: 100 NORTH POINT CENTER EAST STREET 2: SUITE 200 CITY: ALPHARETTA STATE: GA ZIP: 30022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Claudius IV, LLC CENTRAL INDEX KEY: 0001425527 IRS NUMBER: 800036714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 680 WASHINGTON BLVD CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203 653 6473 MAIL ADDRESS: STREET 1: 680 WASHINGTON BLVD CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G/A 1 d482492dsc13ga.htm SC 13G AMENDMENT NO. 5 SC 13G Amendment No. 5

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

MedAssets, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

584045108

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 584045108		13G		Page 2 of 20 Pages


1.	Name of Reporting Persons Galen Partners III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN


CUSIP No. 584045108		13G		Page 3 of 20 Pages


1.	Name of Reporting Persons Galen Partners International III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN


CUSIP No. 584045108		13G		Page 4 of 20 Pages


1.	Name of Reporting Persons Galen Employee Fund III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN


CUSIP No. 584045108		13G		Page 5 of 20 Pages


1.	Name of Reporting Persons Galen Partners IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN


CUSIP No. 584045108		13G		Page 6 of 20 Pages


1.	Name of Reporting Persons Galen Partners International IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN


CUSIP No. 584045108		13G		Page 7 of 20 Pages


1.	Name of Reporting Persons Galen Employee Fund IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN


CUSIP No. 584045108		13G		Page 8 of 20 Pages


1.	Name of Reporting Persons Claudius, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) OO


CUSIP No. 584045108		13G		Page 9 of 20 Pages


1.	Name of Reporting Persons Claudius IV, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) OO


CUSIP No. 584045108		13G		Page 10 of 20 Pages


1.	Name of Reporting Persons Galen Management, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 110,939*
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 110,939*
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 110,939^*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 0.2%
12.	Type of Reporting Person (See Instructions) OO

Represents shares issuable upon exercise of options held by a former partner of the Galen entities that are exercisable within 60 days of December 31, 2012. The reporting person may be deemed to have sole power to direct the voting and disposition of the shares issuable upon exercise of the option held by the former partner pursuant to an arrangement with the former partner.


CUSIP No. 584045108		13G		Page 11 of 20 Pages


1.	Name of Reporting Persons L. John Wilkerson
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 40,483
		6.	Shared Voting Power 110,939*
		7.	Sole Dispositive Power 40,483
		8.	Shared Dispositive Power 110,939*
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 151,422
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.3%
12.	Type of Reporting Person (See Instructions) IN

Represents shares issuable upon exercise of options held by a former partner of the Galen entities that are exercisable within 60 days of December 31, 2012, which may be deemed to be beneficially owned by Galen Management, LLC. The Reporting Person is a member of Galen Management, LLC and may be deemed to have shared power to direct the voting and disposition of the shares issuable upon exercise of the options held by the former partner pursuant to an arrangement between Galen Management, LLC and the former partner.

Item 1

(a) Name of Issuer:

MedAssets, Inc.

(b) Address of Issuer’s Principal Executive Offices:

100 North Point Center East, Suite 200

Alpharetta, Georgia 30022

Item 2

(a) Name of Person Filing:

Galen Partners III, L.P.

Galen Partners International III, L.P.

Galen Employee Fund III, L.P.

Galen Partners IV, L.P.

Galen Partners International IV, L.P.

Galen Employee Fund IV, L.P.

Claudius, L.L.C.

Claudius IV, L.L.C.

Galen Management, L.L.C.

L. John Wilkerson

(b) Address of Principal Business Office or, if none, Residence:

c/o Galen Management, L.L.C.

680 Washington Boulevard

Stamford, CT 06901

All entities were organized in Delaware. The individuals are all United States citizens.

(d) Title of Class of Securities:

Common Stock

(e) CUSIP Number:

584045108

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:

Not Applicable

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount Beneficially Owned:


Galen Partners III, L.P.	0
Galen Partners International III, L.P.	0
Galen Employee Fund III, L.P.	0
Galen Partners IV, L.P.	0
Galen Partners International IV, L.P.	0
Galen Employee Fund IV, L.P.	0
Claudius, L.L.C.	0
Claudius IV, L.L.C.	0
Galen Management, L.L.C.	110,939	(1)
L. John Wilkerson	151,422	(2)

Percent of Class:


Galen Partners III, L.P.	0.0	%
Galen Partners International III, L.P.	0.0	%
Galen Employee Fund III, L.P.	0.0	%
Galen Partners IV, L.P.	0.0	%
Galen Partners International IV, L.P.	0.0	%
Galen Employee Fund IV, L.P.	0.0	%
Claudius, L.L.C.	0.0	%
Claudius IV, L.L.C.	0.0	%
Galen Management, L.L.C.	0.2	%
L. John Wilkerson	0.3	%

(b)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote


Galen Partners III, L.P.	0
Galen Partners International III, L.P.	0
Galen Employee Fund III, L.P.	0
Galen Partners IV, L.P.	0
Galen Partners International IV, L.P.	0
Galen Employee Fund IV, L.P.	0
Claudius, L.L.C.	0
Claudius IV, L.L.C.	0
Galen Management, L.L.C.	110,939	(1)
L. John Wilkerson	40,483

(ii)

Shared power to vote or to direct the vote


Galen Partners III, L.P.	0
Galen Partners International III, L.P.	0
Galen Employee Fund III, L.P.	0
Galen Partners IV, L.P.	0
Galen Partners International IV, L.P.	0
Galen Employee Fund IV, L.P.	0
Claudius, L.L.C.	0
Claudius IV, L.L.C.	0
Galen Management, L.L.C.	0
L. John Wilkerson	110,939	(2)

(iii)

Sole power to dispose or to direct the disposition of


Galen Partners III, L.P.	0
Galen Partners International III, L.P.	0
Galen Employee Fund III, L.P.	0
Galen Partners IV, L.P.	0
Galen Partners International IV, L.P.	0
Galen Employee Fund IV, L.P.	0
Claudius, L.L.C.	0
Claudius IV, L.L.C.	0
Galen Management, L.L.C.	110,939	(3)
L. John Wilkerson	40,483

(iv)

Shared power to dispose or to direct the disposition of


Galen Partners III, L.P.	0
Galen Partners International III, L.P.	0
Galen Employee Fund III, L.P.	0
Galen Partners IV, L.P.	0
Galen Partners International IV, L.P.	0
Galen Employee Fund IV, L.P.	0
Claudius, L.L.C.	0
Claudius IV, L.L.C.	0
Galen Management, L.L.C.	0
L. John Wilkerson	110,939	(4)

(1)

Represents shares issuable upon the exercise of options held by a former partner of the Galen entities that are exercisable within 60 days of December 31, 2012. Galen Management, LLC may be deemed to have sole power to direct the voting and disposition of such shares pursuant to an arrangement with the former partner.

(2)

Includes 110,939 shares issuable upon exercise of options held by a former partner of the Galen entities that are exercisable within 60 days of December 31, 2012, which may be deemed to be beneficially owned by Galen Management, LLC. The Reporting Person is a member of Galen Management, LLC and may be deemed to have shared power to direct the voting and disposition of the shares issuable upon exercise of the options held by the former partner pursuant to an arrangement between Galen Management, LLC and the former partner.

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the followingx.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of a Group

Not Applicable

Item 10.

Certification

Not Applicable

[SIGNATURE]

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2013


GALEN PARTNERS III, L.P.		GALEN PARTNERS INTERNATIONAL III, L.P.

By:	Claudius, L.L.C., its General Partner	By:	Claudius, L.L.C., its General Partner

By:	/s/ David W. Jahns	By:	/s/ David W. Jahns
	Name: David W. Jahns		Name: David W. Jahns
	Title: Member		Title: Member

GALEN EMPLOYEE FUND III, L.P.		GALEN PARTNERS IV, L.P.

By:	Galen Management, L.L.C. is General Partner	By:	Claudius IV, L.L.C., its General Partner

By:	/s/ David W. Jahns	By:	/s/ David W. Jahns
	Name: David W. Jahns		Name: David W. Jahns
	Title: Member		Title: Member

GALEN PARTNERS INTERNATIONAL IV, L.P.		GALEN EMPLOYEE FUND IV, L.P.

By:	Claudius IV, L.L.C., its General Partner	By:	Galen Management, L.L.C its General Partner

By:	/s/ David W. Jahns	By:	/s/ David W. Jahns
	Name: David W. Jahns		Name: David W. Jahns
	Title: Member		Title: Member



CLAUDIUS, L.L.C.		CLAUDIUS IV, L.L.C.

By:	/s/ David W. Jahns	By:	/s/ David W. Jahns
Name:	David W. Jahns	Name:	David W. Jahns
Title:	Member	Title:	Member

GALEN MANAGEMENT, L.L.C.

By:	/s/ David W. Jahns	By:	/s/ L. John Wilkerson
Name:	David W. Jahns		Name: L. John Wilkerson
Title:	Member

EXHIBITS

A:	Joint Filing Agreement

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of MedAssets, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 13^th day of February, 2013.


GALEN PARTNERS III, L.P.		GALEN PARTNERS INTERNATIONAL III, L.P.

By:	Claudius, L.L.C.,	By:	Claudius, L.L.C.,
	its General Partner		its General Partner

By:	/s/ David W. Jahns	By:	/s/ David W. Jahns
	Name: David W. Jahns		Name: David W. Jahns
	Title: Member		Title: Member

GALEN EMPLOYEE FUND III, L.P.		GALEN PARTNERS IV, L.P.

By:	Galen Management, L.L.C	By:	Claudius IV, L.L.C.,
	its General Partner		its General Partner

By:	/s/ David W. Jahns	By:	/s/ David W. Jahns
	Name: David W. Jahns		Name: David W. Jahns
	Title: Member		Title: Member

GALEN PARTNERS INTERNATIONAL IV, L.P.		GALEN EMPLOYEE FUND IV, L.P.

By:	Claudius IV, L.L.C.,	By:	Galen Management, L.L.C.
	its General Partner		its General Partner

By:	/s/ David W. Jahns	By:	/s/ David W. Jahns
	Name: David W. Jahns		Name: David W. Jahns
	Title: Member		Member


CLAUDIUS, L.L.C.		CLAUDIUS IV, L.L.C.

By:	/s/ David W. Jahns	By:	/s/ David W. Jahns
Name:	David W. Jahns	Name:	David W. Jahns
Title:	Member	Title:	Member

GALEN MANAGEMENT, L.L.C.

By:	/s/ David W. Jahns	By:	/s/ L. John Wilkerson
Name:	David W. Jahns		Name: L. John Wilkerson
Title:	Member