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 *
BURKE ROBERT D
  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
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(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   1,165,887 D (1) 0 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
RESTRICTED STOCK UNIT $ 0 01/05/2011   D     75,000   (2)   (2) COMMON STOCK 300,000 (2) 0 D  
RESTRICTED STOCK UNIT $ 0 01/05/2011   D     100,000   (3)   (3) COMMON STOCK 200,000 (3) 0 D  
RESTRICTED STOCK UNIT $ 0 01/05/2011   D     103,500   (4)   (4) COMMON STOCK 138,000 (4) 0 D  
RESTRICTED STOCK UNIT $ 0 01/05/2011   D     112,500   (3)   (3) COMMON STOCK 150,000 (3) 0 D  
RESTRICTED STOCK UNIT $ 0 01/05/2011   D     30,000   (3)   (3) COMMON STOCK 40,000 (3) 0 D  
RESTRICTED STOCK UNIT $ 0 01/05/2011   D     125,000   (3)   (3) COMMON STOCK 125,000 (3) 0 D  
RESTRICTED STOCK UNIT $ 0 01/05/2011   D     125,000   (3)   (3) COMMON STOCK 125,000 (3) 0 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 3.66 01/05/2011   D     39,822   (5) 03/24/2018 COMMON STOCK 39,882 (6) 0 D  
EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 3.66 01/05/2011   D     35,178   (5) 03/24/2018 COMMON STOCK 35,178 (7) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BURKE ROBERT D
ONE MAIN STREET
CAMBRIDGE, MA 02142
  X     President and CEO  

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, 50,000 of the restricted stock units became fully vested. Pursuant to the terms of an employment agreement between the issuer and the reporting person, 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 terms of an employment agreement between the issuer and the reporting person, all of the 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.
(4) 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.
(5) Pursuant to the terms of an employment agreement between the issuer and the reporting person, the option became fully vested as of the closing of the merger.
(6) Pursuant to the Merger Agreement, the stock option was assumed by Oracle in the merger and replaced with an option to purchase 7,602 shares of Oracle common stock for $19.17 per share.
(7) Pursuant to the Merger Agreement, the stock option was assumed by Oracle in the merger and replaced with an option to purchase 6,715 shares of Oracle common stock for $19.17 per share.

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