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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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*
HARRIS WILLIAM H JR

(Last) (First) (Middle)
C/O VISUAL SCIENCES, INC.
10182 TELESIS COURT, 6TH FLOOR

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VISUAL SCIENCES, INC. [ VSCN ]
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)
01/17/2008
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 01/17/2008 D 35,450 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
Stock Option (right to buy) $11 01/17/2008 D 35,000 (2) 04/19/2015 Common Stock 35,000 (3) 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Reorganization (the "Merger Agreement") dated as of October 25, 2007 by and among Visual Sciences, Inc. ("Visual Sciences"), Omniture, Inc. ("Omniture") and Voyager Acquisition Corp, a wholly-owned subsidiary of Omniture ("Merger Sub"), immediately upon the effectiveness of the merger of Merger Sub with and into Visual Sciences (the "Merger"), each of these shares of common stock were cancelled and converted into the right to receive 0.49 shares of Omniture common stock and $2.39 in cash.
2. Pursuant to an agreement between Visual Sciences and the Reporting Person, all unvested options included in Table II became fully vested and immediately exercisable as of the effective date of the Merger.
3. Pursuant to the Merger Agreement, on the effective date of the Merger, these options were assumed by Omniture and converted into options to acquire that number of shares of Omniture common stock which is equal to the number of shares of Visual Sciences common stock subject to such options immediately prior to the Merger multiplied by 0.57382 with a per share exercise price equal to the quotient determined by dividing the per share exercise price of such options immediately prior to the Merger by 0.57382.
Remarks:
/s/ Andrew S. Greenhalgh, Attorney-in-Fact 01/22/2008
** 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).
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