Edgar Filing: VERTRUE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

SMITH THOMAS W

2. Issuer Name and Ticker or Trading Symbol
VERTRUE INC [VTRU]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member Section 13(d) Group

(Last)

(First)

(Middle)

323 RAILROAD AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2007

(Street)

GREENWICH, CT 06830

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	07/11/2007		S		749,640	D	$ 48.907	0	D
Common Stock	07/11/2007		S		157,389	D	$ 48.907	0	I	By Idoya Partners LP ⁽¹⁾
Common Stock	07/11/2007		S		524,769	D	$ 48.907	0	I	By Prescott Associates LP ⁽²⁾
Common Stock	07/11/2007		S		41,770	D	$ 48.907	0	I	By Prescott International Partners LP ⁽³⁾
Common Stock	07/11/2007		S		145,000	D	$ 48.907	0	I	Prescott Investors Profit Sharing Trust ⁽⁴⁾
Common Stock	07/11/2007		S		31,700	D	$ 48.907	0	I	By Thomas W. Smith Foundation ⁽⁵⁾
Common Stock	07/11/2007		S		15,650	D	$ 48.907	0	I	By Smith Family Accounts ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SMITH THOMAS W 323 RAILROAD AVENUE GREENWICH, CT 06830		X		Member Section 13(d) Group
VASSALLUZZO SCOTT J 323 RAILROAD AVENUE GREENWICH, CT 06830		X		Member of Section 13(d) Group

Signatures

/s/ Thomas W. Smith		07/13/2007
^**Signature of Reporting Person		Date
/s/ Scott J. Vassalluzzo		07/13/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares are owned directly by Idoya Partners LP("Idoya"), a private investment limited partnership, and indirectly by Thomas W. Smith and Scott J. Vassalluzzo as a general partners of Idoya. Messrs. Smith and Vassalluzzo disclaim beneficial ownership of these shares in excess of their pecuniary interest under 16a-1(a)(2)(ii)(B). The address for Idoya is 323 Railroad Avenue, Greenwich, CT 06830
(2)	These shares are owned directly by Prescott Associates LP ("Prescott Associates"), a private investment limited partnership, and indirectly by Thomas W. Smith and Scott J. Vassalluzzo as a general partners of Prescott Associates. Messrs. Smith and Vassalluzzo disclaim beneficial ownership of these shares in excess of their pecuniary interest under 16a-1(a)(2)(ii)(B). The address for Prescott Associates is 323 Railroad Avenue, Greenwich, CT 06830
(3)	These shares are owned directly by Prescott International Partners L.P. ("PIP"), a private investment limited partnership, and indirectly by Thomas W. Smith and Scott J. Vassalluzzo as a general partners of PIP. Messrs. Smith and Vassalluzzo disclaim beneficial ownership of these shares in excess of their pecuniary interest under 16a-1(a)(2)(ii)(B). The address for PIP is 323 Railroad Avenue, Greenwich, CT 06830
(4)	These shares are owned directly by the Prescott Investors Profit Sharing Trust ("Trust") and indirectly by Mr. Thomas W. Smith and Mr. Scott J. Vassalluzzo as trustees of the Trust. Messrs. Smith and Vassalluzzo disclaims beneficial ownership of these shares in excess of their pencuniary interest under 16a-8(b)(2)(ii). The address for the Trust is 323 Railroad Avenue, Greenwich, CT
(5)	These shares are owned directly by the Thomas W. Smith Foundation ("Foundation") and indirectly by Thomas W. Smith as trustee of the Foundation. Mr. Smith disclaims beneficial ownership of these shares in excess of his pencuniary interest under 16a-8(b)(2)(ii). The address for the Foundation is 323 Railroad Avenue, Greenwich, CT 06830
(6)	These shares are owned directly by accounts established for the benefit of certain family members of Thomas W. Smith. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or any other purpose and Mr. Smith disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

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