-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L9/WTDrChdKEewmq3S/CPzRGl0mM24TZCMZu1s8eXMsg6lrMUJCA9eHKIKSanfIu WNhbetFPyTyM2OFvD2jZGg== 0001293788-05-000005.txt : 20050222 0001293788-05-000005.hdr.sgml : 20050222 20050222214436 ACCESSION NUMBER: 0001293788-05-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050217 FILED AS OF DATE: 20050222 DATE AS OF CHANGE: 20050222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VERTRUE INC CENTRAL INDEX KEY: 0001020996 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061276882 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 680 WASHINGTON BLVD., SUITE 1100 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033247635 MAIL ADDRESS: STREET 1: 680 WASHINGTON BLVD. STREET 2: 11TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: MEMBERWORKS INC DATE OF NAME CHANGE: 19960814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSON GARY A CENTRAL INDEX KEY: 0001033410 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21527 FILM NUMBER: 05632748 BUSINESS ADDRESS: STREET 1: MEMBERWORKS INC STREET 2: 680 WASHINGTON BOULVARD SUITE 1100 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033247635 MAIL ADDRESS: STREET 1: MEMBERWORKS INC STREET 2: 680 WASHINGTON BLVD CITY: STAMFORD STATE: CT ZIP: 06901 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-02-17 0 0001020996 VERTRUE INC VTRU 0001033410 JOHNSON GARY A C/O VERTRUE INCORPORATED 680 WASHINGTON BLVD STAMFORD CT 06901 1 1 0 0 President and CEO Common Stock 2005-02-17 4 M 0 24000 2.778 A 605900 D Common Stock 2005-02-17 4 S 0 2000 40.2 D 603900 D Common Stock 2005-02-17 4 S 0 1700 40.25 D 602200 D Common Stock 2005-02-17 4 S 0 300 40.26 D 601900 D Common Stock 2005-02-17 4 S 0 700 40.27 D 601200 D Common Stock 2005-02-17 4 S 0 300 40.28 D 600900 D Common Stock 2005-02-17 4 S 0 1000 40.3 D 599900 D Common Stock 2005-02-17 4 S 0 1000 40.35 D 598900 D Common Stock 2005-02-17 4 S 0 1000 40.48 D 597900 D Common Stock 2005-02-17 4 S 0 1000 40.6 D 596900 D Common Stock 2005-02-17 4 S 0 3832 40.7 D 593068 D Common Stock 2005-02-17 4 S 0 1000 40.75 D 592068 D Common Stock 2005-02-17 4 S 0 1000 40.77 D 591068 D Common Stock 2005-02-17 4 S 0 1000 40.8 D 590068 D Common Stock 2005-02-17 4 S 0 1000 40.9 D 589068 D Common Stock 2005-02-17 4 S 0 1000 40.95 D 588068 D Common Stock 2005-02-17 4 S 0 1000 41 D 587068 D Common Stock 2005-02-17 4 S 0 1000 41.09 D 586068 D Common Stock 2005-02-17 4 S 0 999 41.1 D 585069 D Common Stock 2005-02-17 4 S 0 1 41.13 D 585068 D Common Stock 2005-02-17 4 S 0 1000 41.15 D 584068 D Common Stock 2005-02-17 4 S 0 1000 41.45 D 583068 D Common Stock 2005-02-17 4 S 0 1000 41.5 D 582068 D Common Stock 2005-02-17 4 S 0 168 41.6 D 581900 D Common Stock 2005-02-18 4 M 0 300 2.778 A 582200 D Common Stock 2005-02-18 4 S 0 300 40.1 D 581900 D Common Stock 2005-02-22 4 M 0 83700 2.778 A 665600 D Common Stock 2005-02-22 4 S 0 5211 39.75 D 660389 D Common Stock 2005-02-22 4 S 0 1250 39.76 D 659139 D Common Stock 2005-02-22 4 S 0 789 39.02 D 658350 D Employee Stock Option (right to buy) 2.778 2005-02-17 4 M 0 24000 0 D 2005-07-31 Common Stock 24000 84000 D Employee Stock Option (right to buy) 2.778 2005-02-18 4 M 0 300 0 D 2005-07-31 Common Stock 300 83700 D Employee Stock Option (right to buy) 2.778 2005-02-22 4 M 0 83700 0 D 2005-07-31 Common Stock 83700 0 D Mr. Johnson also owns 30.582 shares of VTRU common stock indirectly through the VTRU 401(k) Plan. The information is based on a plan statement dated as of February 18, 2005. [Footnote for inclusion in electronic filing only.] The reporting person also engaged in seven additional sales of common stock on 2/22/2005 involving the following shares at the prices indicated: (1)9,257 shares at $39.20; (2)750 shares at $39.05; (3)1,000 shares at $39.06; (4)369 shares at $39.25; (5)400 shares at $39.26; (6)100 shares at $39.22; and (7)574 shares at $39.24. The transaction code applicable to each sale is "S". Following the reported transactions, the reporting person beneficially owned 645,900 shares directly and 54,000 shares indirectly by Trust for Children. The option is vested and immediately exercisable in full. Exhibit List - ------------- Exhibit 24 - Power of Attorney /s/ Tami Pauley, Attorney-in-Fact for Gary A. Johnson 2005-02-22 EX-24 2 poa.txt POWER OF ATTORNEY POWER OF ATTORNEY Exhibit 24 The undersigned, Gary A. Johnson (the "Undersigned"), does hereby nominate, constitute and appoint Tami Pauley, with full power and authority of substitution and revocation, the Undersigned's true and lawful agent and attorney-in fact ("Attorney-in-Fact"), in the discretion of such Attorney-in-Fact, in the name of and on behalf of the Undersigned as fully as the Undersigned could if the Undersigned were present and acting in person, to perform any and all acts that may be necessary or desirable to complete, make and execute any and all required or voluntary filings (the "Filings") under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, with the Securities and Exchange Commission, The Nasdaq National Market, Vertrue Incorporated (the "Company"), and any other person or entity to which such filings may be required under Section 16(a) of the Exchange Act as a result of the Undersigned's position as an officer and/or director of the Company. The Undersigned hereby grants the Attorney-in-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorney-in Fact, or such Attorney-in Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The Undersigned hereby acknowledges that the foregoing Attorney-in-Fact, in serving in such capacity at the request of the Undersigned, is not assuming, nor is the Company assuming, any of the Undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect from February 16, 2005, until March 31, 2005, unless earlier revoked by the Undersigned in a signed writing delivered to the foregoing Attorney-in-Fact. The Undersigned hereby revokes all prior powers of attorney relating to the foregoing acts. IN WITNESS WHEREOF, the Undersigned has hereunto signed this Power of Attorney this 16 day of February, 2005. By: /s/ Gary A. Johnson ------------------------ Name: Gary A. Johnson Sworn to before me this 16 day of February, 2005 /s/ Jacqueline M. Delauro - ---------------------------- Notary Public -----END PRIVACY-ENHANCED MESSAGE-----