SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Omniture, Inc.

(Last) (First) (Middle)
ATTN: SHAWN LINDQUIST
550 EAST TIMPANOGOS CIRCLE

(Street)
OREM UT 84097

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VISUAL SCIENCES, INC. [ VSCN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/17/2008
4. If Amendment, Date of 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
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 01/17/2008 J 0 D (1) 0(1) I See Footnote(1)
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. On October 25, 2007, Omniture, Inc. ("Omniture"), Voyager Acquisition Corp, a wholly-owned subsidiary of Omniture ("Merger Sub") and Visual Sciences, Inc. ("Visual Sciences"), entered into an Agreement and Plan of Reorganization (the "Merger Agreement") which provided for the merger of Merger Sub with and into Visual Sciences (the "Merger"). In connection with entering into the Merger Agreement, certain stockholders of Visual Sciences (collectively, the "Subject Stockholders") entered into voting agreements and irrevocable proxies (the "Voting Agreements") with Omniture pursuant to which the Subject Stockholders agreed, among other things, to vote their shares of Visual Sciences common stock, including any shares that become available upon the exercise of options (collectively, the "Voting Agreement Shares") in favor of the Merger. On November 7, 2007, Omniture filed a Form 3 with respect to the Voting Agreement Shares; however, in such filing Omniture disclaimed any "pecuniary interest" or beneficial ownership interests in the Voting Agreement Shares. The Merger became effective on January 17, 2008. Upon the consummation of the Merger, the Voting Agreements terminated and all outstanding shares of Visual Sciences common stock (other than dissenting shares, if any) converted into the right to receive the merger consideration as provided in the Merger Agreement. Additionally, pursuant to the Merger, Visual Sciences has become a wholly-owned subsidiary of Omniture.
/s/ Shawn Lindquist, Chief Legal Officer and Secretary of Omniture 01/17/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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