SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Goolsby Ronald

(Last)

(First)

(Middle)

19975 VICTOR PARKWAY

(Street)

LIVONIA

48167

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2011

3. Issuer Name and Ticker or Trading Symbol
VALASSIS COMMUNICATIONS INC [ VCI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP - Manuf. & Client Services

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,458	D
Common Stock	1,559	I	Held by Valassis Employees' Retirement Savings Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	12/03/2007	12/03/2012	Common Stock	8,725	$29.04	D
Employee Stock Option (Right to Buy)	12/02/2008	12/02/2013	Common Stock	15,000	$28.58	D
Employee Stock Option (Right to Buy)	12/07/2009	12/07/2014	Common Stock	3,000	$34.54	D
Employee Stock Option (Right to Buy)	01/01/2012⁽¹⁾	01/01/2017	Common Stock	3,000	$14.5	D
Employee Stock Option (Right to Buy)	03/02/2012⁽²⁾	03/02/2017	Common Stock	2,000	$16.63	D
Employee Stock Option (Right to Buy)	08/01/2012⁽³⁾	08/01/2017	Common Stock	4,500	$10.96	D
Employee Stock Option (Right to Buy)	01/01/2013⁽⁴⁾	01/01/2018	Common Stock	10,000	$11.69	D
Employee Stock Option (Right to Buy)	01/01/2014⁽⁵⁾	01/01/2019	Common Stock	35,000	$1.32	D
Employee Stock Option (Right to Buy)	01/09/2014⁽⁵⁾	01/09/2019	Common Stock	1,000	$1.79	D
Employee Stock Option (Right to Buy)	07/14/2014⁽⁵⁾	07/14/2019	Common Stock	5,000	$6.3	D
Employee Stock Option (Right to Buy)	02/27/2012⁽⁶⁾	02/27/2019	Common Stock	300	$1.35	D
Employee Stock Option (Right to Buy)	01/01/2015⁽⁷⁾	01/01/2020	Common Stock	30,000	$18.26	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	12/14/2017	Common Stock	25,000	$34.81	D

Explanation of Responses:

1. Original grant of 7500 option vested 20% on the anniversary date each calendar year begining in 2008 through 2012. Reporting person exercised and sold 4500 shares subject to this option prior to becoming a reporting person.

2. Original grant of 5000 option vested 20% on the anniversary date each calendar year begining in 2008 through 2012. Reporting person exercised and sold 3000 shares subject to this option prior to becoming a reporting person.

3. Original grant of 7500 option vested 20% on the anniversary date each calendar year begining in 2008 through 2012. Reporting person exercised and sold 3000 shares subject to this option prior to becoming a reporting person.

4. This option vests 20% on the anniversary date each calendar year beginning 2009 through 2013.

5. This option vests 20% on the anniversary date each calendar year beginning 2010 through 2014.

6. This option vests 33.33% on the anniversary date each calendar year beginning 2010 through 2012.

7. This option vests 20% on the anniversary date each calendar year beginning 2011 through 2015.

8. This option becomes exercisable in increments of 33.3333%, 33.3333% and 33.3334% at such time that the closing sales price per common share is equal to or exceeds $39.81, $44.81 and $49.81, respectively; provided that such market price targets are achieved by December 14, 2013. In any event, however, the option vests by December 14, 2015.

Remarks:

Exhibit Index: Exhibit 24 - Power of Attorney for Ronald Goolsby

	/s/ Ronald Goolsby	01/07/2011
	** 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 5 (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.