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 *

Cotoia Michael
2. Issuer Name and Ticker or Trading Symbol

TechTarget Inc [ TTGT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O TECHTARGET, INC., 275 GROVE STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

7/30/2021
(Street)

NEWTON, MA 02466
(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 7/31/2021  M  50000 A (1)(2)50000 D  
Common Stock 8/2/2021  M  75000 A (1)(2)125000 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)7/30/2021  A   90000     (3) (3)Common Stock 90000 $0.00 90000 D  
Restricted Stock Units  (1)(2)7/31/2021  M     50000   (4) (4)Common Stock 50000 $0.00 100000 D  
Restricted Stock Units  (1)(2)8/2/2021  M     75000   (5) (5)Common Stock 75000 $0.00 75000 D  

Explanation of Responses:
(1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of TechTarget, Inc.'s ("TechTarget") Common Stock upon vesting.
(2) This transaction represents the settlement of RSUs in shares of common stock on their scheduled vesting date.
(3) The RSU grant vests in equal tranches, one-third per year on each anniversary of the grant date. Vested shares will be delivered to the Reporting Person on the applicable dates as set forth in the Reporting Person's award agreement with respect to each vesting tranche.
(4) This award was granted on July 31, 2020. One-third of the RSUs subject to the award vested on July 31, 2021, and one-third of the RSUs are scheduled to vest on each of July 31, 2022 and July 31, 2023. Vested shares will be delivered to the Reporting Person on the applicable dates as set forth in the Reporting Person's award agreement with respect to each vesting tranche.
(5) This award was granted on August 2, 2019. One-third of the RSUs subject to the award vested on each of August 2, 2020 and August 2, 2021, and one-third of the RSUs are scheduled to vest on August 2, 2022. Vested shares will be delivered to the Reporting Person on the applicable dates as set forth in the Reporting Person's award agreement with respect to each vesting tranche.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Cotoia Michael
C/O TECHTARGET, INC.
275 GROVE STREET
NEWTON, MA 02466
X
Chief Executive Officer

Signatures
Charles D. Rennick, Attorney-in-Fact8/3/2021
**Signature of Reporting PersonDate

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