8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 15, 2009 (May 14, 2009)

                                                                                                                                             0;        

TECHTARGET, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-33472	04-3483216
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

117 Kendrick Street, Needham, MA 02494

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code:  (781) 657-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01             Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 14, 2009, TechTarget, Inc. (the "Company") received a Nasdaq Staff Deficiency letter indicating that it is not in compliance with the filing requirement under Nasdaq Marketplace Rule 4310(c)(14) due to its failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009.  The Company currently anticipates making all necessary filings to become current in its reporting obligations as soon as practicable. Pursuant to Nasdaq rules, the Company has until July 13, 2009 to submit a plan to the Nasdaq staff to regain compliance with Nasdaq’s filing requirement. The Company will endeavor to become current in its reporting obligations prior to such date, and intends to submit a compliance plan to Nasdaq if it is unable do so. Following any such submission, and because the Company also remains delinquent in its filing of its Form 10-K for the period ending December 31, 2008, Nasdaq may provide the Company with up to 180 days from the due date of the initial delinquent filing (until September 28, 2009) to regain compliance. On May 15, 2009, the Company issued a press release announcing the receipt of the Nasdaq Staff Deficiency letter.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01             Financial Statements and Exhibits

(d)         Exhibits

99.1       Press Release issued by the Company on May 15, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TECHTARGET, INC.
Date:  May 15, 2009	By:	/s/ ERIC SOCKOL
		Eric Sockol
		Treasurer and Chief Financial Officer

EX-9.01

Exhibit 99.1

TechTarget Files 8-K Following Receipt of Nasdaq Notice

Needham, MA – May 15, 2009 - Information technology (IT) media company TechTarget, Inc. (NASDAQ: TTGT) today reported that, on May 14, 2009, the Company received a Nasdaq Staff Deficiency letter indicating that it is not in compliance with the filing requirement under Nasdaq Marketplace Rule 4310(c)(14) due to its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.  The Company currently anticipates making all necessary filings to become current in its reporting obligations as soon as practicable. Pursuant to Nasdaq rules, the Company has until July 13, 2009 to submit a plan to the Nasdaq staff to regain compliance with Nasdaq’s filing requirement. The Company will endeavor to become current in its reporting obligations prior to such date, and intends to submit a compliance plan to Nasdaq if it is unable do so. Following any such submission, and because the Company also remains delinquent in its filing of its Form 10-K for the period ending December 31, 2008, Nasdaq may provide the Company with up to 180 days from that initial delinquent filing (until September 28, 2009) to regain compliance.

About TechTarget

TechTarget, a leading online technology media company, gives technology providers ROI-focused marketing programs to generate leads, shorten sales cycles, and grow revenues.  With its network of more than 60 technology-specific websites and more than 7.5 million registered members, TechTarget is a primary Web destination for technology professionals researching products to purchase.  The company is also a leading provider of independent, peer and vendor content, a leading distributor of white papers, and a leading producer of webcasts, podcasts, videos and virtual trade shows for the technology market.  Its websites are complemented by numerous invitation-only events.  TechTarget provides proven lead generation and branding programs to top advertisers including Cisco, Dell, EMC, HP, IBM, Intel, Microsoft, SAP and Symantec.

(C) 2009 TechTarget, Inc. All rights reserved. TechTarget and the TechTarget logo are registered trademarks of TechTarget, Inc. All other trademarks are the property of their respective owners.

This press release includes statements which constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release are not promises or guarantees and are subject to risks and uncertainties that could cause our actual results to differ materially from those anticipated. These statements are based on management's current expectations and assumptions and are naturally subject to uncertainty and changes in circumstances. We caution you not to place undue reliance upon any such forward-looking statements.