Edgar Filing: MORGAN STANLEY DEAN WITTER VENTURE INVESTORS IV LP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â MORGAN STANLEY

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2007

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

(Last)

(First)

(Middle)

1585 BROADWAY

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10036

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	223,637 ⁽²⁾	D ⁽¹⁾ ⁽³⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Redeemable Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	382,353 ⁽⁵⁾	$ ⁽⁴⁾	D ⁽¹⁾ ⁽³⁾	Â
Series B Redeemable Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	2,752,997 ⁽⁶⁾	$ ⁽⁴⁾	D ⁽¹⁾ ⁽³⁾	Â
Series C Redeemable Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	272,532 ⁽⁷⁾	$ ⁽⁴⁾	D ⁽¹⁾ ⁽³⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MORGAN STANLEY 1585 BROADWAY NEW YORK,Â NYÂ 10036	Â	Â X	Â	Â
MORGAN STANLEY DEAN WITTER VENTURE INVESTORS IV LP 1221 AVENUE OF THE AMERICAS NEW YORK,Â NYÂ 10020	Â	Â X	Â	Â
MORGAN STANLEY DEAN WITTER VENTURE OFFSHORE INVESTOR IV LP 1585 BROADWAY NEW YORK,Â NYÂ 10036	Â	Â X	Â	Â
MORGAN STANLEY DEAN WITTER VENTURE PARTNERS IV L P 1221 AVENUE OF THE AMERICAS NEW YORK,Â NYÂ 10020	Â	Â X	Â	Â

Signatures

/s/ Chris O'Dell		10/02/2007
^**Signature of Reporting Person		Date
/s/ Debra Abramovitz		10/02/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Please see attached 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.
(2)	Consists of 193,621 shares held directly by Morgan Stanley Dean Witter Venture Partners IV, L.P. ("MSVP IV, LP"), 22,463 shares held directly by Morgan Stanley Dean Witter Venture Investors IV, L.P. ("MSVI IV, LP") and 7,553 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.
(3)	Except for MSDW Venture Partners IV, LLC, MSDW Venture Partners IV, Inc. and Morgan Stanley who hold the securities indirectly through the Partnerships.
(4)	Each share of Redeemable Convertible Preferred Stock represented herein is immediately convertible, and will automatically convert upon the closing of the Issuer's initial public offering, into 1.3 shares of Common Stock, and has no expiration date.
(5)	Consists of 331,033 shares held directly by MSVP IV, LP, 38,405 shares held directly by MSVI IV, LP and 12,915 shares held directly by MSVOI IV, LP. 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.
(6)	Consists of 2,383,484 shares held directly by MSVP IV, LP, 276,523 shares held directly by MSVI IV, LP and 92,990 shares held directly by MSVOI IV, LP. 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.
(7)	Consists of 235,953 shares held directly by MSVP IV, LP, 27,374 shares held directly by MSVI IV, LP and 9,205 shares held directly by MSVOI IV, LP. 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.
Â Remarks: ChrisÂ O'DellÂ isÂ signingÂ asÂ authorizedÂ signatoryÂ forÂ MorganÂ Stanley. DebraÂ AbramovitzÂ isÂ signingÂ asÂ ExecutiveÂ DirectorÂ ofÂ MSDWÂ VentureÂ PartnersÂ IV,Â Inc.,Â managingÂ memberÂ ofÂ theÂ generalÂ partner Â ofÂ theÂ Partnerships,Â forÂ eachÂ ofÂ theseÂ entities.

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