Edgar Filing: Elsbree David B

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Elsbree David B

2. Issuer Name and Ticker or Trading Symbol
ART TECHNOLOGY GROUP INC [ARTG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE MAIN STREET

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2011

(Street)

CAMBRIDGE, MA 02142

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	01/05/2011		D		151,003	D	⁽¹⁾	0	D
COMMON STOCK	01/05/2011		D		4,000	D	⁽¹⁾	0	I	By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

RESTRICTED STOCK UNIT

$ 0

01/05/2011

28,000

⁽²⁾

COMMON STOCK

28,000

⁽²⁾

STOCK OPTION (RIGHT TO BUY)

$ 1.31

01/05/2011

25,000

⁽³⁾

06/03/2014

COMMON STOCK

25,000

⁽⁴⁾

STOCK OPTION (RIGHT TO BUY)

$ 1.12

01/05/2011

25,000

⁽³⁾

05/25/2015

COMMON STOCK

25,000

⁽⁴⁾

STOCK OPTION (RIGHT TO BUY)

$ 2.23

01/05/2011

25,000

⁽³⁾

05/23/2016

COMMON STOCK

25,000

⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Elsbree David B ONE MAIN STREET CAMBRIDGE, MA 02142	X

Signatures

/s/ Jeffrey T. Kowalski, by Power of Attorney		01/06/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to the Agreement and Plan of Merger between Art Technology Group, Oracle Corporation and Amsterdam Acquisition Sub Corporation dated November 2, 2010 (the "Merger Agreement"), each share of Art Technology Group common stock was exchanged for $6.00 in cash, without interest and less any applicable withholding taxes.
(2)	Pursuant to its terms, each restricted stock unit accelerated and became fully vested as of the closing of the merger and was converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes.
(3)	This option is fully vested.
(4)	Pursuant to the Merger Agreement, the vested portion of each option was converted into the right to receive an amount in cash equal to the product of the number of shares issuable upon the exercise of such option and $6.00 minus the exercise price of such option.

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