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)
01/05/2011

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	01/05/2011		D		1,165,887	D	⁽¹⁾	0	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 UNIT	$0	01/05/2011		D			75,000	⁽²⁾	⁽²⁾	COMMON STOCK	300,000	⁽²⁾	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			100,000	⁽³⁾	⁽³⁾	COMMON STOCK	200,000	⁽³⁾	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			103,500	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	138,000	⁽⁴⁾	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			112,500	⁽³⁾	⁽³⁾	COMMON STOCK	150,000	⁽³⁾	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			30,000	⁽³⁾	⁽³⁾	COMMON STOCK	40,000	⁽³⁾	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			125,000	⁽³⁾	⁽³⁾	COMMON STOCK	125,000	⁽³⁾	0	D
RESTRICTED STOCK UNIT	$0	01/05/2011		D			125,000	⁽³⁾	⁽³⁾	COMMON STOCK	125,000	⁽³⁾	0	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$3.66	01/05/2011		D			39,822	⁽⁵⁾	03/24/2018	COMMON STOCK	39,882	⁽⁶⁾	0	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$3.66	01/05/2011		D			35,178	⁽⁵⁾	03/24/2018	COMMON STOCK	35,178	⁽⁷⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger between Art Technology Group, Oracle Corporation and Amsterdam Acquisition Sub Corporation dated November 2, 2010 (the "Merger Agreement"), each share of Art Technology Group common stock was exchanged for $6.00 in cash, without interest and less any applicable withholding taxes.

2. In connection with the achievement of certain performance goals by the issuer during 2010, 50,000 of the restricted stock units became fully vested. Pursuant to the terms of an employment agreement between the issuer and the reporting person, the remaining unvested restricted stock units accelerated and became fully vested as of the closing of the merger. All of the vested restricted stock units were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes.

3. Pursuant to the terms of an employment agreement between the issuer and the reporting person, all of the unvested restricted stock units accelerated and became fully vested as of the closing of the merger. All of the vested restricted stock units were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes.

4. In connection with the achievement of certain performance goals by the issuer during 2010, all of the restricted stock units became fully vested. As of the closing of the merger, all of the vested restricted stock units were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes.

5. Pursuant to the terms of an employment agreement between the issuer and the reporting person, the option became fully vested as of the closing of the merger.

6. Pursuant to the Merger Agreement, the stock option was assumed by Oracle in the merger and replaced with an option to purchase 7,602 shares of Oracle common stock for $19.17 per share.

7. Pursuant to the Merger Agreement, the stock option was assumed by Oracle in the merger and replaced with an option to purchase 6,715 shares of Oracle common stock for $19.17 per share.

	/s/ Jeffrey T. Kowalski, by Power of Attorney	01/06/2011
	** 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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