Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Goolsby Ronald
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2011
3. Issuer Name and Ticker or Trading Symbol
VALASSIS COMMUNICATIONS INC [VCI]
(Last)
(First)
(Middle)
19975 VICTOR PARKWAY
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 Original Filed(Month/Day/Year)
(Street)

LIVONIA, MI 48167
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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) 12/03/2007 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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goolsby Ronald
19975 VICTOR PARKWAY
LIVONIA, MI 48167
      EVP - Manuf. & Client Services  

Signatures

/s/ Ronald Goolsby 01/07/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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

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