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 *
JOHNSON GARY A
  2. Issuer Name and Ticker or Trading Symbol
VERTRUE INC [VTRU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
20 GLOVER AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2007
(Street)

NORWALK, CT 06850
4. If Amendment, Date 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
(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)
Code V Amount (A) or (D) Price
Common Stock 08/16/2007   D   400,000 D (1) 181,031 D  
Common Stock 08/16/2007   D   181,031 (2) D $ 50 0 D  
Common Stock 08/16/2007   D   54,000 (3) D $ 50 0 I Trust for Children

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option Right to Buy $ 15 08/16/2007   D     43,334   (4) 08/28/2008 Common Stock 43,334 $ 0 0 D  
Employee Stock Option Right to Buy $ 17.75 08/16/2007   D     40,570   (4) 10/09/2008 Common Stock 40,570 $ 0 0 D  
Employee Stock Option Right to Buy $ 29 08/16/2007   D     57,940   (4) 07/01/2009 Common Stock 57,940 $ 0 0 D  
Employee Stock Option Right to Buy $ 29.563 08/16/2007   D     3,382   (4) 07/05/2010 Common Stock 3,382 $ 0 0 D  
Employee Stock Option Right to Buy $ 29.563 08/16/2007   D     69,688   (4) 07/05/2010 Common Stock 69,688 $ 0 0 D  
Employee Stock Option Right to Buy $ 20.35 08/16/2007   D     103,796   (4) 07/06/2011 Common Stock 103,796 $ 0 0 D  
Employee Stock Option Right to Buy $ 13.05 08/16/2007   D     120,000   (4) 07/23/2012 Common Stock 120,000 $ 0 0 D  
Employee Stock Option Right to Buy $ 20.859 08/16/2007   D     30,000   (4) 07/23/2013 Common Stock 30,000 $ 0 0 D  
Employee Stock Option Right to Buy $ 31.249 08/16/2007   D     12,000   (4) 01/22/2014 Common Stock 12,000 $ 0 0 D  
Employee Stock Option Right to Buy $ 29.62 08/16/2007   D     50,000   (4) 07/01/2014 Common Stock 50,000 $ 0 0 D  
Employee Stock Option Right to Buy $ 38.21 08/16/2007   D     50,000   (4) 07/07/2015 Common Stock 50,000 $ 0 0 D  
Employee Stock Option Right to Buy $ 43.28 08/16/2007   D     50,000   (4) 07/11/2016 Common Stock 50,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JOHNSON GARY A
20 GLOVER AVENUE
NORWALK, CT 06850
  X     President and CEO  

Signatures

 Tami Pauley, Attonry in fact for Gary Johnson   08/20/2007
**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) The shares were exchanged for an equity interest in Velo Holdins Inc., the sole owner of Vertrue Incorporated after the merger.
(2) Disposed of in exchange for the right to receive $50.00 per share, pursuant to the Agreement and Plan of Merger, dated as of March 22, 2007, by and among Vertrue Incorporated, Velo Holdings Inc., and Velo Acquisition Inc. as amended by the Amendment, dated as of July 18, 2007 (as amended, the "Merger Agreement"). This also includes 30.582 shares of company stock held within the Vertrue Incorporated 401(k) Plan.
(3) Disposed of in exchange for the right to receive $50.00 per share, pursuant to the Merger Agreement.
(4) Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment equal to the difference between the exercise price of the option and the merger consideration of $50.00 per share, multiplied by the number of shares subject to the option.

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