FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Grewal Harpreet 		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)
EVP, Chief Financial Officer
(Last)          (First)          (Middle)

C/O CONSTANT CONTACT, INC., 1601 TRAPELO ROAD, THIRD FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/4/2012
(Street)

WALTHAM, MA 02451
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/6/2012     M    3289   A   (1) 9195   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $13.09   12/4/2012     A      43350   (2)        (3) 12/4/2019   Common Stock   43350   $0.00   43350   (2) D    
Restricted Stock Units     (1) 12/6/2012     F         2128      (4)   (4) Common Stock   2128     (5) 19539   D    
Restricted Stock Units     (1) 12/6/2012     M         3289      (4)   (4) Common Stock   3289     (6) 16250   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 grant reported on this Form 4 excludes the grant by the issuer to the reporting person on December 4, 2012 of up to 22,288 restricted stock units that will vest based on the achievement by the issuer of a specified revenue-based performance target and up to 17,412 restricted stock units that will vest based on the achievement of a specified total shareholder return target, in each case subject to the continued employment of the reporting person with the issuer.
( 3)  25% of the shares subject to this option will vest on December 4, 2013, and an additional 6.25% of the shares subject to this option will vest quarterly thereafter, such that 100% of the shares subject to this option will be fully vested on December 4, 2016.
( 4)  25% of the restricted stock units vested on December 6, 2012, 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, 2015. Vested shares will be delivered to the reporting person within three business days after such shares become vested.
( 5)  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.
( 6)  The restricted stock units reported as disposed herein were settled for shares of the issuer's common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Grewal Harpreet
C/O CONSTANT CONTACT, INC.
1601 TRAPELO ROAD, THIRD FLOOR
WALTHAM, MA 02451

EVP, Chief Financial Officer

Signatures
/s/ Robert P. Nault, attorney-in-fact 12/6/2012
** 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).
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 control number.
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