Carol J Zierhoffer Form 4 MEDASSETS / Carol J Zierhoffer 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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X

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^*

Zierhoffer Carol 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)
01/27/2016

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
Common Stock	01/27/2016		D		17,909(1)	D	(1)	0	D

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. Refer to Remarks section.

Remarks:

Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of November 1, 2015, by and among Magnitude Parent Holdings, LLC ("Parent"), Magnitude Acquisition Corp. ("Merger Sub") and MedAssets, Inc. ("Company"), upon the closing of the merger on January 27, 2016: i) each issued and outstanding share of the Company's common stock was converted into the right to receive, in respect of each share of Company common stock, $31.35 ("Merger Consideration") in cash; ii) each award of a stock option and stock-settled stock appreciation right ("SSAR") to purchase Company common stock, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the positive difference, if any, between the Merger Consideration and the exercise or base price per share of Company Common stock applicable to such stock option or SSAR; and iii) each restricted stock award of, or time-based vesting restricted stock unit with respect to, Company common stock, was cancelled in exchange for the right to receive the Merger Consideration in cash; and iv) each performance-based vesting restricted stock unit with respect to Company common stock that vested pursuant to the Merger Agreement was cancelled in exchange for the right to receive the Merger Consideration in cash, and each unvested performance-based vesting restricted stock unit with respect to Company common stock was cancelled and terminated without consideration.

	/s/ Christopher K. Logsdon, Attorney-In-Fact	01/27/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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