SEC FORM 4/A

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ZARLEY JAMES R

(Last)

(First)

(Middle)

30699 RUSSELL RANCH ROAD, STE. 250

(Street)

WESTLAKE VILLAGE

91632

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VALUECLICK INC/CA [ VCLK ]

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)
09/16/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/27/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/16/2008		G		201,445⁽¹⁾	D	⁽¹⁾	$0⁽²⁾⁽³⁾	I	By James Zarley Living Trust
Common Stock	09/16/2008		G		201,445⁽¹⁾	A	⁽¹⁾	$201,445	I	By Zarley Investments, LP⁽⁴⁾
Common Stock	09/16/2008		G		1,140⁽⁵⁾⁽⁶⁾	D	⁽⁶⁾	50,000	D
Common Stock	09/16/2008		G		1,140⁽⁵⁾⁽⁶⁾	A	⁽⁶⁾	202,585	I	By Zarley Investments, LP⁽⁴⁾
Common Stock	10/23/2008		A		100,000⁽⁷⁾	A	⁽⁸⁾	150,000⁽⁹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On 9/16/08 for real estate planning purposes, Mr. Zarley transferred these shares of common stock from the James Zarley Living Trust (the "Trust), which Mr. Zarley is the trustee of and his two sons are the sole beneficiaries thereof, to Zarley Investments, LP, a family limited partnership ("Family LP") of which Mr. Zarley is the general partner and holds a 1% interest and the Trust is the limited partner and holds a 99% interest (the "Trust Contribution").

2. On 10/27/08, Mr. Zarley filed a Form 4 that did not reflect the number of shares beneficially owned following the transaction reported therein to account for the Trust Contribution (which had occurred prior to such transaction and is being reported herein). As a result, the number of shares directly owned by the Trust following the transaction reported therein was overstated by 201,445 shares. That Form 4 is being amended and restated hereby to reflect the number of shares owned by the Trust immediately following the transaction reported therein and herein, as amended, to account for the Trust Contribution.

3. While the Trust no longer owns in its name any shares of ValueClick, Inc. common stock, as the holder of 99% interest in the Family LP, the Trust has a 99% pecuniary interest in any shares of ValueClick, Inc. common stock held by the Family LP.

4. Mr. Zarley is the general partner and holds a 1% interest in, and the Trust is the limited partner and holds a 99% interest in, the Family LP.

5. These shares were acquired by Mr. Zarley under the ValueClick, Inc. 2007 Employee Stock Purchase Plan. 456 of such shares were acquired on 2/29/08 and 684 of such shares were acquired on 8/29/08.

6. On 9/16/08 and for estate planning purposes, Mr. Zarley contributed these shares of common stock to the Family LP (the "Zarley Contribution").

7. Restricted stock shall vest as follows: 12.5% on 5/10/09; 25.0% on 5/10/10; 25.0% on 5/10/11; 25.0% on 5/10/12; and 12.5% on 10/23/12.

8. Granted as compensation for services.

9. On 10/27/08, Mr. Zarley filed a Form 4 that did not reflect the number of shares beneficially owned following the transaction reported therein to account for the Zarley Contribution (which had occurred prior to such transaction and is being reported herein). As a result, the number of shares directly owned by Mr. Zarley following the transaction reported therein was overstated by 1,140 shares. That Form 4 is being amended and restated hereby to reflect the number of shares owned by Mr. Zarley immediately following the transaction reported therein and herein, as amended, to account for the Zarley Contribution.

Remarks:

Exhibit 24 -- Power of Attorney Mr. Zarley is amending and restating the Form 4 that he filed on 10/27/2008 to (i) report the contribution of certain shares of ValueClick, Inc. common stock to the Family LP and (ii) adjust the number of shares owned by Mr. Zarley and the Trust immediately following the transaction previously reported therein to reflect the contributions to the Family LP.

	/s/ James R. Zarley, by Lisa M Mitchell, as attorney-in-fact	02/18/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.