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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/11/08 Morgan Stanley SC 13G 2:207K Constant Contact, Inc. Davis Polk & … LLP 01/FA Morgan Stanley Dean Witter Venture Investors IV, L.P. Morgan Stanley Dean Witter Venture Offshore Investors IV, L. Morgan Stanley Dean Witter Venture Partners IV, L.P MSDW Venture Partners IV, Inc. MSDW Venture Partners IV, LLC |
Document/Exhibit Description Pages Size 1: SC 13G Statement of Beneficial Ownership HTML 99K 2: EX-99.1 Miscellaneous Exhibit HTML 19K
Constant
Contact, Inc.
|
(Name
of Issuer)
|
Common
Stock, par value $0.01 per share
|
(Title
of Class of Securities)
|
210313
10 2
|
(CUSIP
Number)
|
(Date
of Event Which Requires Filing of this
Statement)
|
o | Rule 13d-1(b) | |
o | Rule 13d-1(c) | |
x | Rule 13d-1(d) |
CUSIP No. 210313 10 2 |
13G
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan
Stanley Dean Witter Venture Partners IV, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
4,029,232
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
4,029,232
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,029,232
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.6%
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP No. 210313 10 2 |
13G
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan
Stanley Dean Witter Venture Investors IV, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
467,455
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
467,455
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,455
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan
Stanley Dean Witter Venture Offshore Investors IV,
L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
157,196
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
157,196
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,196
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan
Stanley
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
4,653,883
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
4,653,883
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,653,883
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.9%
|
|
12
|
TYPE
OF REPORTING PERSON
CO,
IA
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MSDW
Venture Partners IV, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
4,653,883
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
4,653,883
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,653,883
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.9%
|
|
12
|
TYPE
OF REPORTING PERSON
CO,
IA
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MSDW
Venture Partners IV, Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
4,653,883
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
4,653,883
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,653,883
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.9%
|
|
12
|
TYPE
OF REPORTING PERSON
CO,
IA
|
Item 1. | |||
(a)
|
Name of Issuer | ||
Constant Contact, Inc. | |||
(b)
|
Address of Issuer’s Principal Executive Offices | ||
1601
Trapelo Road, Suite 329
|
|||
Item 2. | |||
(a)
|
Name of Person Filing | ||
See Item 2(b) below. | |||
(b)
|
Address of Principal Business Office or, if none, Residence | ||
(1)
|
Morgan
Stanley Dean Witter Venture Partners IV, L.P. (“MSDW Venture
Partners”)
|
||
1221
Avenue of the Americas
|
|||
(2)
|
Morgan
Stanley Dean Witter Venture Investors IV, L.P. (“MSDW Venture
Investors”)
|
||
1221
Avenue of the Americas
|
|||
(3)
|
Morgan
Stanley Dean Witter Venture Offshore Investors IV, L.P. (“MSDW Offshore
Investors”)
|
||
1221
Avenue of the Americas
|
|||
(4)
|
Morgan
Stanley
|
||
1585
Broadway
|
|||
(5)
|
MSDW
Venture Partners IV, LLC (“MSDW LLC”)
|
||
1221
Avenue of the Americas
|
|||
(6)
|
MSDW
Venture Partners IV, Inc. (“MSDW Inc.”)
|
||
1221
Avenue of the Americas
|
|||
(c)
|
Citizenship | ||
See
item 4 on Cover Pages to this Schedule 13G.
|
|||
(d)
|
Title of Class of Securities | ||
Common
Stock, par value $0.01 per share
|
|||
(e)
|
CUSIP Number | ||
210313
10 2
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
|
(a)
|
o
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act
of 1940
(15 U.S.C. 80a-8).
|
|
(e)
|
o
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
o
|
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
|
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment
company
under section 3(c)(14) of the Investment Company Act 0f 1940 (15
U.S.C. 80a-3).
|
|
(j)
|
o
|
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
Item
4.
|
Ownership | |
(a)
|
Amount
beneficially owned:
|
|
See
item 9 on Cover Pages to this Schedule 13G.
|
||
Morgan
Stanley may be deemed to have beneficial ownership of 4,653,883
shares of
the reported securities directly beneficially owned by MSDW Venture
Partners, MSDW Venture Investors and MSDW Offshore
Investors.
|
||
MSDW
LLC is the general partner of MSDW Venture Partners, MSDW Venture
Investors and MSDW Offshore Investors. MSDW Inc. is the
institutional managing member of MSDW LLC. By virtue of these
relationships, each of MSDW LLC and MSDW Inc. may be deemed to
have
beneficial ownership of the 4,653,883 shares of the reported securities
directly beneficially owned by MSDW Venture Partners, MSDW Venture
Investors and MSDW Offshore Investors.
|
||
MSDW
Venture Partners, MSDW Venture Investors, MSDW Offshore Investors,
Morgan
Stanley, MSDW LLC and MSDW Inc. each disclaim beneficial ownership
of the
reported securities except to the extent of their pecuniary interests
therein.
|
(b)
|
Percent
of class:
|
||
See
item 11 on Cover Pages to this Schedule 13G.
|
|||
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
See
item 5 on Cover Pages to this Schedule 13G.
|
|||
(ii)
|
Shared
power to vote or to direct the vote
|
||
See
item 6 on Cover Pages to this Schedule 13G.
|
|||
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
||
See
item 7 on Cover Pages to this Schedule 13G.
|
|||
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
|
See
item 8 on Cover Pages to this Schedule 13G.
|
|||
Item
5.
|
Ownership of Five Percent or Less of a Class | ||
Not applicable. | |||
Item
6.
|
Ownership of More than Five Percent on Behalf of Another Person | ||
None. | |||
Item
7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company | ||
Not
applicable.
|
|||
Item
8.
|
Identification and Classification of Members of the Group | ||
Not applicable. | |||
Item
9.
|
Notice of Dissolution of Group | ||
Not applicable. | |||
Item
10.
|
Certification | ||
Not applicable. |
Signature:
|
/s/ Debra Abramovitz | |
By:
Debra Abramovitz, as authorized signatory for MSDW LLC and MSDW Inc.
and
as the institutional managing member of the general partner of each
of
MSDW Venture Partners, MSDW Venture Investors and MSDW Offshore
Investors.
|
||
Signature:
|
/s/ Christopher L. O’Dell | |
By:
Christopher L. O’Dell, as authorized signatory of Morgan
Stanley
|
||
This ‘SC 13G’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/11/08 | 424B2, FWP, SC 13G, SC 13G/A | ||
2/5/08 | 424B2, FWP | |||
12/31/07 | 10-K, 11-K, 13F-HR | |||
List all Filings |