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*
Metalmark Capital LLC

(Last) (First) (Middle)
1177 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(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 X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 7,707,834 I By Subsidiary(1)(2)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Metalmark Capital LLC

(Last) (First) (Middle)
1177 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MSCP III LLC

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MSCP III 892 INVESTORS LP

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MSDW CAPITAL PARTNERS IV LLC

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MSDW Capital Partners IV, L P

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MORGAN STANLEY DEAN WITTER CAPITAL INVESTORS IV L P

(Last) (First) (Middle)
C/O MORGAN STANLEY
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MSDW IV 892 INVESTORS L P

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Morgan Stanley Capital Partners III, L.P.

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MORGAN STANLEY CAPITAL INVESTORS L P

(Last) (First) (Middle)
C/O MORGAN STANLEY
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Metalmark Capital LLC ("Metalmark") is the principal owner of Metalmark Subadvisor LLC ("Subadvisor"). Subadvisor provides certain advisory services to the following limited partnerships (the "Partnerships"): (A) Morgan Stanley Capital Partners III, L.P. ("MSCP III, L.P."), MSCP III 892 Investors, L.P. ("MSCP III 892") and Morgan Stanley Capital Investors, L.P. ("MSCI") and (B) Morgan Stanley Dean Witter Capital Partners IV, L.P., ("MSDW Capital Partners"), Morgan Stanley Dean Witter Capital Investors IV, L.P. ("MSDW Capital Investors") and MSDW IV 892 Investors, L.P. ("MSDW IV 892"). MSCP III, LLC ("MSCP III") is the general partner of each of the limited partnerships listed in (A). MSDW Capital Partners IV, LLC ("MSDW Capital") is the general partner of each of the limited partnerships listed in (B). The services provided by Subadvisor to the Partnerships are pursuant to a delegation of authority under a Subadvisory Agreement between Subadvisor and MSCP III and MSDW Capital,
2. (footnote 1cont.) as the general partners of the Partnerships. MSCP III, L.P. directly owns 664,170 shares of the reported securities. MSCI directly owns 18,603 shares of the reported securities. MSCP III 892 directly owns 68,011 shares of the reported securities. MSDW Capital Partners directly owns 6,240,605 shares of the reported securities. MSDW Capital Investors directly owns 174,095 shares of the reported securities. MSDW IV 892 directly owns 542,350 shares of the reported securities. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interests therein.
Remarks:
Exhibit 99.1, incorporated by reference herein
/s/ Kenneth F. Clifford, as authorized signatory of Metalmark Capital LLC 06/21/2011
/s/ Kenneth F. Clifford, Chief Financial Officer of Metalmark Subadvisor LLC, as attorney-in-fact for MSCP III, LLC and MSDW Capital Partners IV, LLC and as attorney-in-fact for the general partner of each of Morgan Stanley Capital Partners III, L.P., 06/21/2011
Morgan Stanley Capital Investors, L.P., MSCP III 892 Investors, L.P., Morgan Stanley Dean Witter Capital Partners IV, L.P., Morgan Stanley Dean Witter Capital Investors IV, L.P. and MSDW IV 892 Investors, L.P. 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).
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