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Form 4 Constant Contact, Inc. For: Dec 06 Filed by: Goodman Gail F

December 9, 2014 7:40 PM EST
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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OMB Number: 3235-0287
Expires: December 31, 2014
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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 ROAD
(Street)
WALTHAM MA 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)
12/06/2014
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 12/06/2014   M   3,890 A (1) 562,795 D  
Common Stock 12/08/2014   M   3,000 A $ 1.09 565,795 D  
Common Stock 12/08/2014   M   17,000 A $ 3.05 582,795 D  
Common Stock 12/08/2014   S (2)   20,000 D $ 35 562,795 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 12/06/2014   F     3,789   (3)   (3) Common Stock 3,789 (4) 26,927 D  
Restricted Stock Units (1) 12/06/2014   M     3,890   (3)   (3) Common Stock 3,890 (5) 23,037 D  
Stock Option (Right to Buy) $ 1.09 12/08/2014   M     3,000   (6) 02/09/2016 Common Stock 3,000 $ 0 0 D  
Stock Option (Right to Buy) $ 3.05 12/08/2014   M     17,000   (7) 12/07/2016 Common Stock 17,000 $ 0 100,000 D  
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 14, 2014.
3. 25% of the restricted stock units vested on December 6, 2014, and an additional 6.25% of the restricted stock units will vest quarterly thereafter, such that 100% of the restricted stock units will be fully vested on December 6, 2017. Vested shares will be delivered to the reporting person within three business days after such shares become vested.
4. 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.
5. The restricted stock units reported as disposed herein were settled for shares of the issuer's common stock.
6. 25% of the shares subject to the option vested on February 9, 2007, and an additional 6.25% of the shares subject to the option vested quarterly thereafter, such that 100% of the shares subject to the option became fully vested on February 9, 2010.
7. 25% of the shares subject to the option vested on December 7, 2007, and an additional 6.25% of the shares subject to the option vested quarterly thereafter, such that 100% of the shares subject to the option became fully vested on December 7, 2010.
/s/ Robert P. Nault, attorney-in-fact 12/09/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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