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*
Brown Suzanne C

(Last) (First) (Middle)
C/O VALASSIS
19975 VICTOR PARKWAY

(Street)
LIVONIA MI 48152

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2012
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, Sales & Marketing
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 26,748 D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 12/30/2005 12/03/2012 Common Stock 25,000 $29.04 D
Employee Stock Option (Right to Buy) 12/30/2005 12/03/2012 Common Stock 11,010 $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) 12/30/2005 12/07/2014 Common Stock 4,500 $34.54 D
Employee Stock Option (Right to Buy) 01/01/2012 01/01/2017 Common Stock 10,000 $14.5 D
Employee Stock Option (Right to Buy) 08/01/2012(1) 08/01/2017 Common Stock 15,000 $10.96 D
Employee Stock Option (Right to Buy) 05/03/2010(2) 01/01/2017 Common Stock 65,000 $18.26 D
Employee Stock Option (Right to Buy) (3) 12/14/2017 Common Stock 30,000 $34.81 D
Employee Stock Option (Right to Buy) (4) 12/05/2018 Common Stock 35,000 $21.9 D
Explanation of Responses:
1. This option vests 20% on the anniversary date each calendar year beginning 8/1/2008 through 8/1/2012.
2. This option became exercisable in increments of 33.3333%, 33.3333% and 33.3334% at such time that the closing sales price per common share was equal to or exceeded $23.26, $28.26 and $33.26, respectively; provided that such market price targets were achieved by January 1, 2015. In any event, the price targets listed were achieved by May 3, 2010.
3. 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.
4. 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 $26.90, $31.90 and $36.90, respectively; provided that such market price targets are achieved by December 5, 2014. In any event however, the option vests by December 5, 2016.
Linda J. Schalek, by Power of Attorney 01/03/2012
** 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.