Edgar Filing: ONEILL PATRICIA

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ONEILL PATRICIA

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

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

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

(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)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	01/05/2011		D		186,791	D	⁽¹⁾	0	D

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

11,250

⁽²⁾

COMMON STOCK

60,000

⁽²⁾

3,750

RESTRICTED STOCK UNIT

⁽³⁾

01/05/2011

3,750

⁽⁴⁾

COMMON STOCK

60,000

$ 0

RESTRICTED STOCK UNIT

$ 0

01/05/2011

10,000

⁽⁵⁾

COMMON STOCK

40,000

⁽⁵⁾

10,000

RESTRICTED STOCK UNIT

⁽³⁾

01/05/2011

10,000

⁽⁴⁾

COMMON STOCK

40,000

$ 0

RESTRICTED STOCK UNIT

$ 0

01/05/2011

17,800

⁽⁶⁾

COMMON STOCK

35,600

⁽⁶⁾

RESTRICTED STOCK UNIT

$ 0

01/05/2011

16,875

⁽⁵⁾

COMMON STOCK

45,000

⁽⁵⁾

16,875

RESTRICTED STOCK UNIT

⁽³⁾

01/05/2011

16,875

⁽⁴⁾

COMMON STOCK

45,000

$ 0

RESTRICTED STOCK UNIT

$ 0

01/05/2011

7,500

⁽⁵⁾

COMMON STOCK

20,000

⁽⁵⁾

7,500

RESTRICTED STOCK UNIT

⁽³⁾

01/05/2011

7,500

⁽⁴⁾

COMMON STOCK

20,000

$ 0

RESTRICTED STOCK UNIT

$ 0

01/05/2011

31,050

⁽⁶⁾

COMMON STOCK

41,400

⁽⁶⁾

RESTRICTED STOCK UNIT

$ 0

01/05/2011

25,000

⁽⁵⁾

COMMON STOCK

50,000

⁽⁵⁾

25,000

RESTRICTED STOCK UNIT

⁽³⁾

01/05/2011

25,000

⁽⁴⁾

COMMON STOCK

50,000

$ 0

RESTRICTED STOCK UNIT

$ 0

01/05/2011

25,000

⁽⁵⁾

COMMON STOCK

50,000

⁽⁵⁾

25,000

RESTRICTED STOCK UNIT

⁽³⁾

01/05/2011

25,000

⁽⁴⁾

COMMON STOCK

50,000

$ 0

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$ 9.31

01/05/2011

2,000

⁽⁷⁾

05/02/2011

COMMON STOCK

2,000

⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ONEILL PATRICIA ONE MAIN STREET CAMBRIDGE, MA 02142			SVP HUMAN RESOURCES

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)	In connection with the achievement of certain performance goals by the issuer during 2010, 7,500 of the restricted stock units became fully vested. Pursuant to the terms of a change in control agreement between the issuer and the reporting person, 50% of the remaining unvested restricted stock units accelerated and became fully vested as of the closing of the merger. All of the vested restricted stock units were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes.
(3)	Pursuant to the Merger Agreement, each unvested restricted stock unit was assumed by Oracle Corporation and converted into a restricted stock unit for 0.1909 shares of Oracle Corporation common stock.
(4)	The restricted stock units assumed by Oracle Corporation will continue to vest in equal installments.
(5)	Pursuant to the terms of a change in control agreement between the issuer and the reporting person, 50% of the restricted stock units accelerated and became fully vested as of the closing of the merger and were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes.
(6)	In connection with the achievement of certain performance goals by the issuer during 2010, all of the restricted stock units became fully vested. As of the closing of the merger, all of the vested restricted stock units were converted into the right to receive $6.00 in cash, without interest and less any applicable withholding taxes.
(7)	This option is fully vested.
(8)	Pursuant to the Merger Agreement, the stock option was assumed by Oracle in the merger and replaced with an option to purchase 381 shares of Oracle common stock for $48.77 per share.

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