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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1. Name and Address of Reporting Person * Goolsby Ronald   2. Issuer Name and Ticker or Trading Symbol VALASSIS COMMUNICATIONS INC [VCI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 19975 VICTOR PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 02/04/2014 (Street) LIVONIA, MI 48167 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 02/04/2014   U   53,845 D $ 34.04 28,332 D   Common Stock 02/04/2014   D   28,332 D $ 34.04 0 D   Common Stock 02/04/2014   U   1,594 D $ 34.04 0 I By Valassis Employees' Retirement Savings Plan

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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)	$ 1.32	02/04/2014		D			7,000	(1)	01/01/2019	Common Stock	7,000	$ 32.72	0	D
Employee Stock Option (Right to Buy)	$ 1.79	02/04/2014		D			200	(1)	01/09/2019	Common Stock	200	$ 32.25	0	D
Employee Stock Option (Right to Buy)	$ 6.3	02/04/2014		D			1,000	(1)	07/14/2019	Common Stock	1,000	$ 27.74	0	D
Employee Stock Option (Right to Buy)	$ 10.96	02/04/2014		D			4,500	(1)	08/01/2017	Common Stock	4,500	$ 23.08	0	D
Employee Stock Option (Right to Buy)	$ 11.69	02/04/2014		D			10,000	(1)	01/01/2018	Common Stock	10,000	$ 22.35	0	D
Employee Stock Option (Right to Buy)	$ 14.5	02/04/2014		D			3,000	(1)	01/01/2017	Common Stock	3,000	$ 19.54	0	D
Employee Stock Option (Right to Buy)	$ 16.63	02/04/2014		D			2,000	(1)	03/02/2017	Common Stock	2,000	$ 17.41	0	D
Employee Stock Option (Right to Buy)	$ 18.26	02/04/2014		D			30,000	(1)	01/01/2020	Common Stock	30,000	$ 15.78	0	D
Employee Stock Option (Right to Buy)	$ 21.9	02/04/2014		D			15,000	(1)	12/05/2018	Common Stock	15,000	$ 12.14	0	D
Employee Stock Option (Right to Buy)	$ 27.17	02/04/2014		D			20,000	(1)	12/12/2019	Common Stock	20,000	$ 6.87	0	D
Employee Stock Option (Right to Buy)	$ 34.54	02/04/2014		D			3,000	(1)	12/07/2014	Common Stock	3,000	$ 0	0	D
Employee Stock Option (Right to Buy)	$ 34.81	02/04/2014		D			25,000	(1)	12/14/2017	Common Stock	25,000	$ 0	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Goolsby Ronald 19975 VICTOR PARKWAY LIVONIA, MI 48167			Chief Operating Officer

Signatures

Linda J. Schalek, by Power of Attorney		02/05/2014
**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)	Per the terms of the Merger Agreement by and among Valassis Communications, Inc., Harland Clarke Holdings Corp. and V Acquisition Sub, Inc., dated as of December 17, 2013, each stock option that was outstanding and unexercised immediately prior to the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled in consideration for the right to receive cash in an amount equal to the product of (i) the total number of shares subject to each such option immediately prior to the Effective Time and (ii) the excess, if any, of (x) $34.04 over (y) the exercise price per share subject to such stock option.

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