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^*

SPALDING JAMES H.

(Last)

(First)

(Middle)

20 BURTON HILLS BOULEVARD

SUITE 100

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2011

3. Issuer Name and Ticker or Trading Symbol
VANGUARD HEALTH SYSTEMS INC [ VHS ]

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

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	SVP, Asst Gen Cnsl & Asst Sec		*

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)
Common Stock	172,701	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)
Employee Stock Option (Right to Buy)	⁽¹⁾	02/05/2018	Common Stock	10,427.2	$2.8	D
Employee Stock Option (Right to Buy)	⁽²⁾	02/05/2018	Common Stock	10,427.2	$2.8	D
Employee Stock Option (Right to Buy)	⁽¹⁾	02/05/2018	Common Stock	8,937.6	$33.67	D
Employee Stock Option (Right to Buy)	06/21/2011	06/21/2021	Common Stock	22,825.5	$33.67	D
Employee Stock Option (Right to Buy)	11/03/2010	11/03/2015	Common Stock	20,914	$2.8	D
Employee Stock Option (Right to Buy)	⁽³⁾	11/03/2015	Common Stock	20,914	$2.8	D
Employee Stock Option (Right to Buy)	11/03/2010	11/03/2015	Common Stock	17,934.8	$33.67	D

Explanation of Responses:

1. This option becomes exercisable 20% per year on each of the first five anniversaries of the 02/05/2008 grant date of these options (or earlier upon a change of control) beginning on 02/05/2009.

2. This option becomes exercisable upon the earlier of (1) the completion of any of certain designated business events ("liquidity events" related to the return of the Issuer's original equity sponsor, investment funds affiliated with The Blackstone Group, on its invested capital) and (2) 02/05/2016, the eighth anniversary of the date of grant.

3. This option becomes exercisable upon the earlier of (1) the completion of any of certain designated business events ("liquidity events" related to the return of the Issuer's original equity sponsor, investment funds affiliated with The Blackstone Group, on its invested capital) and (2) 11/03/2013, the eighth anniversary of the date of grant.

Remarks:

*Member of 10% owner group. EXHIBIT LIST Exhibit 24 - Power of Attorney

	Ronald P. Soltman, Attorney-in-Fact	06/21/2011
	** 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.