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^*

Goodman Gail F

(Last)

(First)

(Middle)

C/O CONSTANT CONTACT, INC.

1601 TRAPELO RD., SUITE 329

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Constant Contact, Inc. [ CTCT ]

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)
03/01/2012

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	03/01/2012		M		5,000	A	$0.0615	609,860	D
Common Stock	03/01/2012		S⁽¹⁾		5,000	D	$30.012⁽²⁾	604,860	D
Common Stock	03/03/2012		M		486	A	⁽³⁾	605,346	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)
Stock Option (Right to Buy)	$0.0615	03/01/2012		M			5,000	⁽⁴⁾	02/10/2015	Common Stock	5,000	$0.00	74,572	D
Restricted Stock Units	⁽³⁾	03/03/2012		F			264	⁽⁵⁾	⁽⁵⁾	Common Stock	264	⁽⁶⁾	8,736	D
Restricted Stock Units	⁽³⁾	03/03/2012		M			486	⁽⁵⁾	⁽⁵⁾	Common Stock	486	⁽⁷⁾	8,250	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 9, 2011.

2. Represents the weighted average sales price for shares sold in multiple transactions. Sales prices ranged from $30.00 to $30.092 per share. Upon request of the staff of the Securities and Exchange Commission, the issuer or a security holder of such issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

3. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

4. 25% of the shares subject to this option vested on January 15, 2006, and 6.25% of the remaining shares subject to this option vested quarterly thereafter, such that 100% of the shares subject to this option became fully vested on January 15, 2009.

5. 25% of the restricted stock units vested on December 3, 2011, and an additional 6.25% of the restricted stock units vest quarterly thereafter, such that 100% of the restricted stock units will be fully vested on December 3, 2014. Vested shares will be delivered to the reporting person within three business days after such shares become vested.

6. The shares of common stock underlying the restricted stock units reported as disposed herein were retained (but not issued) by the issuer in satisfaction of tax withholding obligations associated with the vesting of such units.

7. The restricted stock units reported as disposed herein were settled for shares of the issuer's common stock.

Remarks:

	/s/ Robert P. Nault, attorney-in-fact	03/05/2012
	** 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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