SEC Form 4 · accession 0001209191-16-093743

MEDASSETS INC · MDAS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael Patrick Nolte

Officer — President & COO · Director

Period of report

Jan 27, 2016

Accepted (ET)

Jan 27, 2016 · 2:04 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001254419

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I
Restricted Stock^F1	Jan 27, 2016	D	1,745	—	D	D
Restricted Stock^F1	Jan 27, 2016	D	1,491	—	D	D
Restricted Stock^F1	Jan 27, 2016	D	1,652	—	D	D
Common Stock^F1	Jan 27, 2016	D	74,501	—	D	D
Restricted Stock Units^F1	Jan 27, 2016	D	4,633	—	D	D
Restricted Stock Units^F1	Jan 27, 2016	D	4,864	—	D	D
Restricted Stock Units^F1	Jan 27, 2016	D	3,557	—	D	D
Restricted Stock Units^F1	Jan 27, 2016	D	13,151	—	D	D
Restricted Stock Units^F1	Jan 27, 2016	D	19,727	—	D	D
Restricted Stock Units^F1	Jan 27, 2016	D	19,727	—	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock-Settled Stock Appreciation Rights^F1	$13.63	Jan 27, 2016	D	58,847	D	—	—	Common Stock	58,847	0	D
Stock-Settled Stock Appreciation Rights^F1	$13.63	Jan 27, 2016	D	80,000	D	—	—	Common Stock	80,000	0	D

Explanation of responses

F1Refer 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.