SEC FORM 4

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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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^*

BURKE ROBERT D

(Last)

(First)

(Middle)

ONE MAIN STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ART TECHNOLOGY GROUP INC [ ARTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/17/2010		M		25,000⁽¹⁾	A	$0.00	190,168	D
Common Stock	05/17/2010		F		7,938⁽²⁾	D	$3.9	182,230	D
Common Stock	05/17/2010		M		50,000⁽¹⁾	A	$0.00	232,230	D
Common Stock	05/17/2010		F		15,875⁽³⁾	D	$3.9	216,355	D
Common Stock	05/17/2010		M		50,000⁽¹⁾	A	$0.00	266,355	D
Common Stock	05/17/2010		F		15,875⁽³⁾	D	$3.9	250,480	D
Common Stock	05/17/2010		M		10,000⁽¹⁾	A	$0.00	260,480	D
Common Stock	05/17/2010		F		3,175⁽⁴⁾	D	$3.9	257,305	D
Common Stock	05/17/2010		M		37,500⁽¹⁾	A	$0.00	294,805	D
Common Stock	05/17/2010		F		11,907⁽⁵⁾	D	$3.9	282,898	D
Common Stock	05/17/2010		M		34,500⁽¹⁾	A	$0.00	317,398	D
Common Stock	05/17/2010		F		10,954⁽⁶⁾	D	$3.9	306,444	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁷⁾	05/17/2010		M			25,000	⁽⁸⁾	⁽⁸⁾	Common Stock	100,000	$0.00	25,000	D
Restricted Stock Units	⁽⁷⁾	05/17/2010		M			50,000	⁽⁹⁾	⁽⁹⁾	Common Stock	200,000	$0.00	50,000	D
Restricted Stock Units	⁽⁷⁾	05/17/2010		M			50,000	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	200,000	$0.00	100,000	D
Restricted Stock Units	⁽⁷⁾	05/17/2010		M			10,000	⁽¹¹⁾	⁽¹¹⁾	Common Stock	40,000	$0.00	30,000	D
Restricted Stock Units	⁽⁷⁾	05/17/2010		M			37,500	⁽¹¹⁾	⁽¹¹⁾	Common Stock	150,000	$0.00	112,500	D
Restricted Stock Units	⁽⁷⁾	05/17/2010		M			34,500	⁽¹²⁾	⁽¹²⁾	Common Stock	138,000	$0.00	103,500	D

Explanation of Responses:

1. Represents shares issued upon the vesting of restricted stock units.

2. 7,938 shares of Art Technology Group, Inc. common stock were automatically withheld at vesting to cover required tax withholdings, this disposition is exempt from Rule 16b-3.

3. 15,875 shares of Art Technology Group, Inc. common stock were automatically withheld at vesting to cover required tax withholdings, this disposition is exempt from Rule 16b-3.

4. 3,175 shares of Art Technology Group, Inc. common stock were automatically withheld at vesting to cover required tax withholdings, this disposition is exempt from Rule 16b-3.

5. 11,907 shares of Art Technology Group, Inc. common stock were automatically withheld at vesting to cover required tax withholdings, this disposition is exempt from Rule 16b-3.

6. 10,954 shares of Art Technology Group, Inc. common stock were automatically withheld at vesting to cover required tax withholdings, this disposition is exempt from Rule 16b-3.

7. Each restricted stock unit represents a contingent right to receive one share of Art Technology Group, Inc. common stock.

8. The restricted stock units vest in four equal annual installments beginning May 12, 2008 for the first annual vest, May 12, 2009 for the second annual vest, May 17, 2010 for the third annual vest and May 12, 2011 for the fourth annual vest.

9. The number of restricted stock units that may vest is determined by the performance metrics set forth in the applicable restricted stock unit agreement. Of that subset of restricted stock units that may vest, the restricted stock units vest in four equal annual installments beginning May 12, 2008 for the first annual vest, May 12, 2009 for the second annual vest, May 17, 2010 for the third annual vest and May 12, 2011 for the fourth annual vest; provided, however, that additional performance metrics set forth in the applicable restricted stock unit agreement may trigger immediate vesting in full.

10. The restricted stock units vest in four equal annual installments beginning March 6, 2009 for the first annual vest, May 17, 2010 for the second annual vest, March 6, 2011 for the third annual vest and March 6, 2012 for the fourth annual vest.

11. The restricted stock units vest in four equal annual installments beginning May 17, 2010 for the first annual vest, March 6, 2011 for the second annual vest, March 6, 2012 for the third annual vest and March 6, 2013 for the fourth annual vest.

12. The number of restricted stock units that may vest is determined by the performance metrics set forth in the applicable restricted stock unit agreement. Of that subset of restricted stock units that may vest, the restricted stock units vest in four equal annual installments beginning May 17, 2010 for the first annual vest, March 6, 2011 for the second annual vest, March 6, 2012 for the third annual vest and March 6, 2013 for the fourth annual vest; provided, however, that additional performance metrics set forth in the applicable restricted stock unit agreement may trigger immediate vesting in full.

Remarks:

	/s/ Jeffrey T. Kowalski, by Power of Attorney	05/19/2010
	** 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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