Terrence J Mulligan Form 4 MEDASSETS / TERRENCE J MULLIGAN ownership change

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^*

MULLIGAN TERRENCE J

(Last) (First) (Middle)

100 NORTH POINT CENTER EAST

SUITE 200

(Street)

ALPHARETTA GA 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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2015

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)
			Code	V	Amount	(A) or (D)	Price
Restricted Stock Units	03/06/2015		A		305	A	$0.00	305(1)	D
Restricted Stock Units	03/06/2015		F		305	D	$0.00	0(1)	D
Restricted Stock Units	03/06/2015		A		1,053	A	$0.00	1,053(2)	D
Restricted Stock Units	03/06/2015		A		7,628	A	$0.00	7,628(2)	D
Common Stock	03/06/2015		F		305	A	$0.00	119,044	I	By Terrence J. Mulligan Living 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person was granted these RSUs on March 6, 2015 and vested immediately.

2. The reporting person was granted these RSUs on March 6, 2015. The RSUs vest 1/4 on March 1, 2015 and equally monthly thereafter such that 100% of the RSUs will be fully vested on December 1, 2015.

Remarks:

Please note that the following previously reported RSU grants and vesting information for the reporting person: 6,717 RSUs and 927 RSUs, granted on 2.27.14, fully vested on 12.1.14, were labeled as "Restricted Stock" under the Title of Security in Table 1. These fully vested RSUs are now included in the amount of securities beneficially owned by the reporting person under the Title of Security "Common Stock".

	/s/ Christopher K. Logsdon, Attorney-In-Fact	03/10/2015
	** 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).
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