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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Litster Christopher

(Last)

(First)

(Middle)

C/O CONSTANT CONTACT, INC.,

1601 TRAPELO ROAD

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Sales and Marketing

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2016

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	02/09/2016		D		12,039	D	$32⁽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)
Stock Option (Right to Buy)	$18.22	02/09/2016		D			2,075	⁽²⁾	⁽²⁾	Common Stock	2,075	$0.00	0	D
Stock Option (Right to Buy)	$27.12	02/09/2016		D			65,000	⁽³⁾	⁽³⁾	Common Stock	65,000	$0.00	0	D
Stock Option (Right to Buy)	$24.88	02/09/2016		D			45,500	⁽⁴⁾	⁽⁴⁾	Common Stock	45,500	$0.00	0	D
Stock Option (Right to Buy)	$13.09	02/09/2016		D			11,379	⁽⁵⁾	⁽⁵⁾	Common Stock	11,379	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	02/09/2016		D			13,373	⁽⁷⁾	⁽⁷⁾	Common Stock	13,373	$0.00	0	D
Stock Option (Right to Buy)	$13.75	02/09/2016		D			5,000	⁽⁸⁾	⁽⁸⁾	Common Stock	5,000	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	02/09/2016		D			1,562	⁽⁷⁾	⁽⁷⁾	Common Stock	1,562	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	02/09/2016		D			6,911	⁽⁷⁾	⁽⁷⁾	Common Stock	6,911	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	02/09/2016		D			6,176	⁽⁹⁾	⁽⁹⁾	Common Stock	6,176	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	02/09/2016		D			12,094	⁽⁷⁾	⁽⁷⁾	Common Stock	12,094	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	02/09/2016		D			10,576	⁽⁷⁾	⁽⁷⁾	Common Stock	10,576	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	02/09/2016		D			10,342	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	10,342	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	02/09/2016		D			9,065	⁽⁷⁾	⁽⁷⁾	Common Stock	9,065	$0.00	0	D

Explanation of Responses:

1. Disposed of upon the effectiveness of the merger of Paintbrush Acquisition Corporation ("Paintbrush"), a wholly owned subsidiary of Endurance International Group Holdings, Inc. ("EIGI"), with and into the issuer on February 9, 2016 pursuant to a merger agreement dated October 30, 2015 by and among EIGI, Paintbrush and the issuer.

2. Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $28,593.50 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).

3. Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $317,200 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).

4. Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $323,960 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).

5. Upon the effectiveness of the merger, options to purchase 6,502 shares of common stock were canceled in exchange for a replacement stock option award for shares of the common stock of EIGI, in an amount equal to the number of canceled options multiplied by the ratio of $32 divided by the average price of EIGI common stock during the ten consecutive trading days ending on February 5, 2016, the second-to-last trading day prior to the effective date of the merger. The remainder of the option was canceled in exchange for a cash payment of $92,224.07 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).

6. Each restricted stock unit represented a contingent right to receive one share of issuer common stock.

7. Upon the effectiveness of the merger, each restricted stock unit was canceled in exchange for a replacement restricted stock unit award for shares of the common stock of EIGI, in an amount equal to the number of canceled restricted stock units multiplied by the ratio of $32 divided by the average price of EIGI common stock during the ten consecutive trading days ending on February 5, 2016, the second-to-last trading day prior to the effective date of the merger.

8. Upon the effectiveness of the merger, options to purchase 3,125 shares of common stock were canceled in exchange for a replacement stock option award for shares of the common stock of EIGI, in an amount equal to the number of canceled options multiplied by the ratio of $32 divided by the average price of EIGI common stock during the ten consecutive trading days ending on February 5, 2016, the second-to-last trading day prior to the effective date of the merger. The remainder of the option was canceled in exchange for a cash payment of $34,218.75 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).

9. Upon the effectiveness of the merger, the restricted stock units vested and were exchanged for a cash payment of $197,632 (representing a price of $32 per restricted stock unit).

10. Upon the effectiveness of the merger, the restricted stock units vested and were exchanged for a cash payment of $330,944 (representing a price of $32 per restricted stock unit).

Remarks:

	Robert P. Nault, attorney-in-fact	02/10/2016
	** 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.