Edgar Filing: Constant Contact, Inc.

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 ^*

MORGAN STANLEY

2. Issuer Name and Ticker or Trading Symbol
Constant Contact, Inc. [CTCT]

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

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

(Last)

(First)

(Middle)

1585 BROADWAY

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2008

(Street)

NEW YORK, NY 10036

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	07/28/2008		S		107,400	D	$ 17.5	3,546,483 ⁽¹⁾	D ⁽²⁾ ⁽³⁾

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MORGAN STANLEY 1585 BROADWAY NEW YORK, NY 10036		X

Signatures

By: /s/ Morgan Stanley, By: Chris O'Dell, Authorized Signatory		07/29/2008
^**Signature of Reporting Person		Date
By: /s/ MSVP IV, Inc., MSVP IV, LLC, MSVP IV, LP, MSVI IV LP and MSVOI IV, LP, By: Debra Abramovitz, Authorized Signatory		07/29/2008
^**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)	Consists of 3,070,469 shares held directly by Morgan Stanley Dean Witter Venture Partners IV, L.P. ("MSVP IV, LP"), 356,223 shares held directly by Morgan Stanley Dean Witter Venture Investors IV, L.P. ("MSVI IV, LP"), and 119,791 shares held directly by Morgan Stanley Dean Witter Venture Offshore Investors IV, L.P. ("MSVOI IV, LP" and, together with MSVP IV, LP and MSVI IV, LP, the "Partnerships"). MSDW Venture Partners IV, LLC (the "General Partner") is the general partner of each of the Partnerships. MSDW Venture Partners IV, Inc. (the "Member") is the managing member of the General Partner and a wholly-owned subsidiary of Morgan Stanley. The Reporting Person, the Member and the General Partner each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein.
(2)	Morgan Stanley and the Partnerships are signing a Joint Filer Information. The Reporting Person is filing solely in its capacity as parent of an indirect beneficial owner of securities held by one of its business units.
(3)	Except for MSDW Venture Partners IV, LLC, MSDW Venture Partners IV, Inc. and Morgan Stanley who hold the securities indirectly through the Partnerships.

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