2   See footnote 1 above.

 

Page 3 of 16

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CUSIP No.  918866104

13G

Page 4 of 16 Pages

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x (b)    o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   33,810 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 0.1%(3) as of December 31, 2008
12.	TYPE OF REPORTING PERSON PN; HC

3   See footnote 1 above.

 

Page 4 of 16

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CUSIP No.  918866104

13G

Page 5 of 16 Pages

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Kenneth Griffin
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x (b)    o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   33,810 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 0.1%(4) as of December 31, 2008
12.	TYPE OF REPORTING PERSON IN; HC

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4   See footnote 1 above.

 

Page 5 of 16

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CUSIP No.  918866104

13G

Page 6 of 16 Pages

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Holdings I LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x (b)    o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   33,810 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 0.1%(5) as of December 31, 2008
12.	TYPE OF REPORTING PERSON PN; HC

5   See footnote 1 above.

 

Page 6 of 16

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CUSIP No.  918866104

13G

Page 7 of 16 Pages

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Holdings II LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x (b)    o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   33,810 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 0.1%(6) as of December 31, 2008
12.	TYPE OF REPORTING PERSON PN; HC

6   See footnote 1 above.

 

Page 7 of 16

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CUSIP No.  918866104

13G

Page 8 of 16 Pages

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Advisors LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x (b)    o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   33,810 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 0.1%(7) as of December 31, 2008
12.	TYPE OF REPORTING PERSON OO; HC

7   See footnote 1 above.

 

Page 8 of 16

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CUSIP No.  918866104

13G

Page 9 of 16 Pages

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Derivatives Group LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x (b)    o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   33,810 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 0.1%(8) as of December 31, 2008
12.	TYPE OF REPORTING PERSON OO; BD

8   See footnote 1 above.

 

Page 9 of 16

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CUSIP No.  918866104

13G

Page 10 of 16 Pages

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Derivatives Trading Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x (b)    o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   33,810 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   Approximately 0.1%(9) as of December 31, 2008
12.	TYPE OF REPORTING PERSON CO

9   See footnote 1 above.

 

Page 10 of 16

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CUSIP No.  918866104

13G

Page 11 of 16 Pages

 

Item 1(a)

Name of Issuer:   Valassis Communications, Inc.

 

1(b)	Address of Issuer’s Principal Executive Offices:

 

19975 Victor Parkway

Livonia, Michigan 48152

Item 2(a)

Name of Person Filing(10)

 

Item 2(b)

Address of Principal Business Office

 

Item 2(c)

Citizenship

 

Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Citadel Limited Partnership

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited partnership

Kenneth Griffin

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

U.S. Citizen

Citadel Holdings I LP

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited partnership

 

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10

Citadel Derivatives Group LLC (“CDG”) is majority owned by Citadel Derivatives Group Investors, LLC, a Delaware limited liability company (“CDGI”).   CDGI does not have control over the voting or disposition of securities held by CDG.  Citadel Derivatives Trading Ltd. (“CDT”) is majority owned by CLP Holdings LLC, a Delaware limited liability company (“CLPH”).  CLPH does not have control over the voting or disposition of securities held by CDT.

 

Page 11 of 16

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CUSIP No.  918866104

13G

Page 12 of 16 Pages

 

Citadel Holdings II LP

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited partnership

Citadel Advisors LLC

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Citadel Derivatives Group LLC

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Citadel Derivatives Trading Ltd.

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Cayman Islands company

 

2(d)	Title of Class of Securities:

 

Common Stock, par value $0.01

 

2(e)

CUSIP Number:

918866104

 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

[__]

Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)

[__]

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)

[__]

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)

[__]

Investment company registered under Section 8 of the Investment Company Act;

 

(e)

[__]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 

Page 12 of 16

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CUSIP No.  918866104

13G

Page 13 of 16 Pages

 

(f)

[__]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

[__]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

[__]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

[__]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)

[__]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. x

 

Item 4

Ownership:

 

CITADEL INVESTMENT GROUP, L.L.C.

CITADEL INVESTMENT GROUP II, L.L.C.

CITADEL LIMITED PARTNERSHIP

KENNETH GRIFFIN

CITADEL HOLDINGS I LP

CITADEL HOLDINGS II LP

CITADEL ADVISORS LLC

CITADEL DERIVATIVES GROUP LLC

CITADEL DERIVATIVES TRADING LTD.

(a)           Amount beneficially owned:

 

33,810 shares

 

(b)           Percent of Class:

 

(iii)

sole power to dispose or to direct the disposition of:

 

0

 

(iv)

shared power to dispose or to direct the disposition of:

 

See Item 4(a) above.

 

Item 5

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:             x

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

 

See Item 2 above.

Item 8

Identification and Classification of Members of the Group:

 

Not Applicable.

Item 9

Notice of Dissolution of Group:

 

Not Applicable.

 

Item 10

Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

* John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein.  The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.

 

Page 14 of 16

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CUSIP No.  918866104

13G

Page 15 of 16 Pages

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 13th day of February, 2009.

KENNETH GRIFFIN   By: /s/ John C. Nagel                                                          John C. Nagel, attorney-in-fact*   CITADEL LIMITED PARTNERSHIP   By:  Citadel Investment Group, L.L.C.,         its General Partner   By: /s/ John C. Nagel                                                          John C. Nagel, Authorized Signatory   CITADEL DERIVATIVES GROUP LLC   By:  Citadel Holdings I LP,         its Manager   By:  Citadel Investment Group II, L.L.C.,         its General Partner   By: /s/ John C. Nagel                                                          John C. Nagel, Authorized Signatory   CITADEL INVESTMENT GROUP II, L.L.C.   By: /s/ John C. Nagel                                                          John C. Nagel, Authorized Signatory   CITADEL HOLDINGS I LP   By:  Citadel Investment Group II, L.L.C.,         its General Partner   By: /s/ John C. Nagel                                                          John C. Nagel, Authorized Signatory

CITADEL INVESTMENT GROUP, L.L.C.   By: /s/ John C. Nagel                                                          John C. Nagel, Authorized Signatory   CITADEL DERIVATIVES TRADING LTD.   By:  Citadel Advisors LLC,         its Portfolio Manager   By:  Citadel Holdings II LP,         its Sole Managing Member   By:  Citadel Investment Group II, L.L.C.,         its General Partner   By: /s/ John C. Nagel                                                          John C. Nagel, Authorized Signatory

 

Page 15 of 16

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CUSIP No.  918866104

13G

Page 16 of 16 Pages

 

CITADEL HOLDINGS II LP   By:  Citadel Investment Group II, L.L.C.,         its General Partner   By: /s/ John C. Nagel                                                          John C. Nagel, Authorized Signatory

CITADEL ADVISORS LLC   By:  Citadel Holdings II LP,         its Sole Managing Member   By:  Citadel Investment Group II, L.L.C.,         its General Partner   By: /s/ John C. Nagel                                                          John C. Nagel, Authorized Signatory

 

Page 16 of 16

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