SCHEDULE 13G
Amendment No. 0
Valassis Communications Incorporated
Common Stock
Cusip #918866104
Cusip #918866104
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 1,000
Item 6: 0
Item 7: 5,126,017
Item 8: 0
Item 9: 5,126,017
Item 11: 12.002%
Item 12: HC
Cusip #918866104
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 5,126,017
Item 8: 0
Item 9: 5,126,017
Item 11: 12.002%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Valassis Communications Incorporated
Item 1(b). Name of Issuer's Principal Executive Offices:
19975 Victor Parkway
Livonia, MI 48152
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
918866104
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 5,126,017
(b) Percent of Class: 12.002%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 1,000
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 5,126,017
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of Valassis Communications
Incorporated. The interest of one person, Fidelity Small Cap
Discovery Fund, an investment company registered under the
Investment Company Act of 1940, in the Common Stock of
Valassis Communications Incorporated, amounted to
2,500,000 shares or 5.854% of the total outstanding Common
Stock at April 30, 2012.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect. I also certify that,
to the best of my knowledge and belief, FIL Limited and its
various non-U.S. investment management subsidiaries
included on this Schedule 13G are subject to a regulatory
scheme substantially comparable to the regulatory scheme
applicable to the functionally equivalent U.S. institutions. I
also undertake to furnish to the Commission staff, upon
request, information that would otherwise be disclosed in a
Schedule 13D with respect to FIL Limited and its various non-
U.S. investment management subsidiaries included on this
Schedule 13G.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
May 09, 2012
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 5,125,017 shares or
12.000% of the Common Stock outstanding of Valassis
Communications Incorporated ("the Company") as a result of
acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of
1940.
The ownership of one investment company, Fidelity
Small Cap Discovery Fund, amounted to 2,500,000 shares or
5.854% of the Common Stock outstanding. Fidelity Small Cap
Discovery Fund has its principal business office at 82
Devonshire Street, Boston, Massachusetts 02109.
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity, and the funds each has sole power to
dispose of the 5,125,017 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d,
Chairman of FMR LLC, has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
FIL Limited ("FIL"), Pembroke Hall, 42 Crow Lane,
Hamilton, Bermuda, and various foreign-based subsidiaries
provide investment advisory and management services to a
number of non-U.S. investment companies and certain
institutional investors. FIL, which is a qualified institution
under section 240.13d-1(b)(1)(ii), is the beneficial owner of
1,000 shares or 0.002% of the Common Stock outstanding of
the Company.
Partnerships controlled predominantly by members of
the family of Edward C. Johnson 3d, Chairman of FMR LLC
and FIL, or trusts for their benefit, own shares of FIL voting
stock. While the percentage of total voting power represented
by these shares may fluctuate as a result of changes in the total
number of shares of FIL voting stock outstanding from time to
time, it normally represents more than 25% and less than 50%
of the total votes which may be cast by all holders of FIL
voting stock. FMR LLC and FIL are separate and independent
corporate entities, and their Boards of Directors are generally
composed of different individuals.
FMR LLC and FIL are of the view that they are not
acting as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 (the "1934" Act) and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by
the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d). However, FMR
LLC is making this filing on a voluntary basis as if all of the
shares are beneficially owned by FMR LLC and FIL on a joint
basis.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on May 09, 2012, agree and
consent to the joint filing on their behalf of this Schedule 13G
in connection with their beneficial ownership of the Common
Stock of Valassis Communications Incorporated at April 30,
2012.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel
Fidelity Small Cap Discovery Fund
By /s/ Scott C. Goebel
Scott C. Goebel
Secretary