Sec Form 4 Filing - BURMAN SAMANTHA T @ MEDASSETS INC - 2012-01-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BURMAN SAMANTHA T
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)
(Last) (First) (Middle)
100 NORTH POINT CENTER EAST, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
01/11/2012
(Street)
ALPHARETTA, GA30022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/11/2012 S 500 ( 1 ) D $ 10 30,002 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BURMAN SAMANTHA T
100 NORTH POINT CENTER EAST
SUIT E 200
ALPHARETTA, GA30022
X
Signatures
/s/ Christopher K. Logsdon, Attorney-In-Fact 01/13/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 2, 2009.

Remarks:
Please note that the following previously reported restricted stock award grants and vesting information for the reporting person: (i) 2,697 shares, granted on 1.15.2009, fully vested on 12.1.2009; ii) 2,351 shares, granted on 1.15.2010, fully vested on 12.1.2010; and iii) 3,117 shares, granted on 5.9.2011, fully vested on 12.1.2011) were labeled as "Restricted Stock" under the Title of Security in Table 1. These fully vested shares are now included in the amount of securities beneficially owned by the reporting person under the Title of Security "Common Stock".

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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