X0202 3 2007-12-12 0 0001254419 MEDASSETS INC MDAS 0001058190 WESSON BRUCE F 100 NORTH POINT CENTER EAST SUITE 200 ALPHARETTA GA 30022 1 0 1 0 Common Stock 45111 D Common Stock 118442 I By Galen Investment Advisory Group, LLC Common Stock 114556 I By Galen Management, LLC Common Stock 3620 I By Galen Employee Fund III, L.P. Common Stock 334 I By Galen Employee Fund IV, L.P. Common Stock 866275 I By Galen Partners III, L.P. Common Stock 78511 I By Galen Partners International III, L.P. Common Stock 26387 I By Galen Partners International IV, L.P. Common Stock 332182 I By Galen Partners IV, L.P. Series A Convertible Preferred Stock Common Stock 11187 I By Galen Employee Fund III, L.P. Series A Convertible Preferred Stock Common Stock 1142 I By Galen Employee Fund IV, L.P. Series A Convertible Preferred Stock Common Stock 2731926 I By Galen Partners III, L.P. Series A Convertible Preferred Stock Common Stock 247286 I By Galen Partners International III, L.P. Series A Convertible Preferred Stock Common Stock 58790 I By Galen Partners International IV, L.P. Series A Convertible Preferred Stock Common Stock 740068 I By Galen Partners IV, L.P. Series B Convertible Preferred Stock Common Stock 939 I By Galen Employee Fund III, L.P. Series B Convertible Preferred Stock Common Stock 229382 I By Galen Partners III, L.P. Series B Convertible Preferred Stock Common Stock 20763 I By Galen Partners International III, L.P. Series B-2 Convertible Preferred Stock Common Stock 4968 I By Galen Employee Fund III, L.P. Series B-2 Convertible Preferred Stock Common Stock 1133963 I By Galen Partners III, L.P. Series B-2 Convertible Preferred Stock Common Stock 103087 I By Galen Partners International III, L.P. Series I Convertible Preferred Stock Common Stock 128 I By Galen Employee Fund IV, L.P. Series I Convertible Preferred Stock Common Stock 6266 I By Galen Partners International IV, L.P. Series I Convertible Preferred Stock Common Stock 78993 I By Galen Partners IV, L.P. Stock Options (Right to Buy) 2.86 2015-02-03 Common Stock 2222 D Stock Options (Right to Buy) 2.86 2015-09-01 Common Stock 20000 D Stock Options (Right to Buy) 9.68 2016-10-05 Common Stock 12778 D Stock Options (Right to Buy) 9.29 2017-09-10 Common Stock 18889 D These shares are owned by Galen Investment Advisory Group, LLC. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Investment Advisory Group, LLC by virtue of his ownership interest in Galen Investment Advisory Group, LLC. The reporting person disclaims such beneficial ownership. These shares are owned by Galen Management, LLC. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership. These shares are owned by Galen Employee Fund III, L.P. Galen Management, LLC may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Employee Fund III, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership. These shares are owned by Galen Employee Fund IV, L.P. Galen Management, LLC may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Employee Fund IV, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership. These shares are owned by Galen Partners III, L.P. Galen Management, LLC may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Partners III, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership. These shares are owned by Galen Partners International III, L.P. Galen Management, LLC may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Partners International III, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership. These shares are owned by Galen Partners International IV, L.P. Galen Management, LLC may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Partners International IV, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership. These shares are owned by Galen Partners IV, L.P. Galen Management, LLC may be deemed to beneficially own these shares by virtue of its position as investment manager of Galen Partners IV, L.P. The reporting person may be deemed to beneficially own shares beneficially owned by Galen Management, LLC by virtue of his position as a member of Galen Management, LLC. The reporting person disclaims such beneficial ownership. Each share of Series A Convertible Preferred Stock will automatically convert into Common Stock utilizing a conversion rate of one share of Preferred Stock to .8 shares of Common Stock upon the closing of the issuer's initial public offering of common stock pursuant to an effective registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933 (given the satisfaction of certain criteria as set forth in the issuer's most recent amended and restated certificate of incorporation.) These shares have no expiration date. Each share of Series B Convertible Preferred Stock will automatically convert into Common Stock utilizing a conversion rate of one share of Preferred Stock to .811085 shares of Common Stock upon the closing of the issuer's initial public offering of common stock pursuant to an effective registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933 (given the satisfaction of certain criteria as set forth in the issuer's most recent amended and restated certificate of incorporation.) These shares have no expiration date. Each share of Series B-2 Convertible Preferred Stock will automatically convert into Common Stock utilizing a conversion rate of one share of Preferred Stock to .811085 shares of Common Stock upon the closing of the issuer's initial public offering of common stock pursuant to an effective registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933 (given the satisfaction of certain criteria as set forth in the Issuer's most recent amended and restated certificate of incorporation.) These shares have no expiration date. Each share of Series I Convertible Preferred Stock will automatically convert into Common Stock utilizing a conversion rate of one share of Preferred Stock to .8 shares of Common Stock upon the closing of the issuer's initial public offering of common stock pursuant to an effective registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933 (given the satisfaction of certain criteria as set forth in the issuer's most recent amended and restated certificate of incorporation.) These shares have no expiration date. The reporting person was granted these options on February 3, 2005. The options vest equally (over the course of 36 months) on the first day of each month beginning on March 1, 2005, such that 100% of the options will be fully vested on February 1, 2008. The reporting person was granted these options on September 1, 2005. The options vest equally (over the course of 36 months) on the first day of each month beginning on August 1, 2005, such that 100% of the options will be fully vested on July 1, 2008. The reporting person was granted these options on October 5, 2006. The options vest equally (over the course of 36 months) on the first day of each month beginning on October 1, 2006, such that 100% of the options will be fully vested on September 1, 2009. The reporting person was granted these options on September 10, 2007. The options vest equally (over the course of 36 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, 2010. /s/ Christopher K. Logsdon, Attorney-In-Fact 2007-12-12