UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Vertrue Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92534N101
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 92534N101
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Gary A. Johnson
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)..................................................................
(b)..................................................................
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3. SEC Use Only.........................................................
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4. Citizenship or Place of Organization
United States of America
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Number of
Shares 5. Sole Voting Power 1,139,741
Beneficially --------------------------------------------------------------
Owned by Each
Reporting 6. Shared Voting Power 0
Person With: --------------------------------------------------------------
7. Sole Dispositive Power 1,139,741
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8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,139,741
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)...................................................
11. Percent of Class Represented by Amount in Row (9)....................
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12. Type of Reporting Person (See Instructions)
IN
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Item 1. Name of Issuer
(a) Name of Issuer
Vertrue Incorporated
(b) Address of Issuer's Principal Executive Offices
20 Glover Avenue, Norwalk, CT 06850
Item 2.
(a) Name of Person Filing
Gary A. Johnson
(b) Address of Principal Business Office or, if none, Residence
20 Glover Avenue, Norwalk, CT 06850
(c) Citizenship
Mr. Johnson is a United States of America citizen.
(d) Title of Class of Securities
Common stock, par value $0.01 per share.
(e) CUSIP Number
92534N101
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,139,741.
(b) Percent of class: 11.8%, based upon 9,681,000 shares outstanding as of
October 31, 2006.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,139,741.
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,139,741
(iv) Shared power to dispose or to direct the disposition of 0
Included in the 1,139,741 shares are 525,710 shares issuable upon
exercise of outstanding stock options presently exercisable or
exercisable within sixty (60) days after December 31, 2006. Also
included in the 1,139,741 shares are 54,000 shares held in trust for
the benefit of Mr. Johnson's children, with respect to which shares he
disclaims beneficial ownership.
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 [ ].
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
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
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.
January 4, 2007
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Date
/s/ GARY A. JOHNSON
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Signature
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)