Sec Form 4 Filing - Garner Charles O @ MEDASSETS INC - 2013-01-04

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
Garner Charles O
2. Issuer Name and Ticker or Trading Symbol
MEDASSETS INC [ MDAS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
100 NORTH POINT CENTER EAST, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2013
(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 01/04/2013 M 3,200 A $ 2.86 65,255 D
Common Stock 01/04/2013 M 789 A $ 9.29 66,044 D
Common Stock 01/04/2013 S 11,521 ( 1 ) D $ 18 54,523 D
Common Stock 01/07/2013 M 2,142 A $ 9.29 56,665 D
Common Stock 01/07/2013 S 2,142 ( 1 ) D $ 18 54,523 D
Common Stock 01/08/2013 M 4,137 A $ 9.29 58,660 D
Common Stock 01/08/2013 S 4,137 ( 1 ) D $ 9.29 54,523 D
Restricted Stock 108,000 ( 2 ) 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
Stock Options (Right to Buy) $ 2.86 01/04/2013 M 3,200 ( 3 ) 11/11/2015 Common Stock 3,200 $ 0 0 D
Stock Options (Right to Buy) $ 9.29 01/04/2013 M 789 ( 4 ) 09/10/2017 Common Stock 7,068 $ 0 6,279 D
Stock Options (Right to Buy) $ 9.29 01/07/2013 M 2,142 ( 4 ) 09/10/2017 Common Stock 2,142 $ 0 4,137 D
Stock Options (Right to Buy) $ 9.29 01/08/2013 M 4,137 ( 4 ) 09/10/2017 Common Stock 4,137 $ 0 0 D
Stock Options (Right to Buy) $ 15.95 ( 5 ) 03/25/2018 Common Stock 7,234 7,234 D
Stock-Settled Stock Appreciation Rights $ 14.74 ( 6 ) 01/05/2016 Common Stock 15,910 15,910 D
Stock-Settled Stock Appreciation Rights $ 16.04 ( 7 ) 05/09/2018 Common Stock 120,000 120,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Garner Charles O
100 NORTH POINT CENTER EAST
SUITE 200
ALPHARETTA, GA30022
Chief Financial Officer
Signatures
/s/ Christopher K. Logsdon, Attorney-In-Fact 01/08/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 31, 2012.
( 2 )The reporting person was granted these restricted shares on May 9, 2011. The shares vest 20% annually beginning on December 31, 2011 such that all shares will be fully vested on December 31, 2016.
( 3 )The reporting person was granted these stock options on November 11, 2005 and are fully vested.
( 4 )The reporting person was granted these stock options on September 10, 2007 and are fully vested.
( 5 )The reporting person was granted these stock options on March 25, 2008. The stock options vest equally (over the course of 60 months) on the first day of each month beginning on March 1, 2008, such that 100% of the stock options will be fully vested on February 1, 2013.
( 6 )The reporting person was granted these stock-settled stock appreciation rights (SSARs) on January 5, 2009 and are fully vested.
( 7 )The reporting person was granted these SSARs on May 9, 2011. The SSARS vest equally (over the course of 60 months) beginning on May 1, 2011 such that 100% of the SSARs will be fully vested on April 1, 2016.

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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