SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BARDIS JOHN A

(Last)

(First)

(Middle)

100 NORTH POINT CENTER EAST

SUITE 200

(Street)

ALPHARETTA

30022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDASSETS INC [ MDAS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2011

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/26/2011		M		20,000	A	$2.86	1,790,277	D
Common Stock	08/29/2011		G		3,700	D	$0.00	1,786,577	D
Common Stock								8,000	I	By Spouse
Common Stock								9,600	I	By Son
Common Stock								9,600	I	By Son
Common Stock								9,600	I	By Daughter
Common Stock								112,378	I	By Bardis Children 2007 Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$2.86	08/26/2011		M			20,000	⁽¹⁾	09/14/2015	Common Stock	20,000	$0.00	16,629	D
Stock Options (Right to Buy)	$9.68							⁽²⁾	07/05/2016	Common Stock	34,200		34,200	D
Stock Options (Right to Buy)	$9.68							⁽³⁾	10/05/2016	Common Stock	20,000		20,000	D
Stock Options (Right to Buy)	$9.29							⁽⁴⁾	09/10/2017	Common Stock	24,800		24,800	D
Stock Options (Right to Buy)	$9.29							⁽⁵⁾	09/10/2017	Common Stock	20,000		20,000	D

Explanation of Responses:

1. The reporting person was granted these options on September 14, 2005 and are fully vested.

2. The reporting person was granted these options on July 5, 2006 and are fully vested.

3. The reporting person was granted these options on October 5, 2006 and are fully vested.

4. The reporting person was granted these options on September 10, 2007. The options vest equally (over the course of 60 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, 2012.

5. The reporting person was granted these options on September 10, 2007 and are fully vested.

Remarks:

On August 26, 2011, the reporting person performed a cash exercise of a total of 20,000 vested stock options.

	/s/ Christopher K. Logsdon, Attorney-In-Fact	08/30/2011
	** 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 4 (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.
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