Edgar Filing: Fair Robert

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 ^*

Fair Robert

2. Issuer Name and Ticker or Trading Symbol
TERADATA CORP /DE/ [TDC]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, Global Field Operations

(Last)

(First)

(Middle)

1700 S. PATTERSON BOULEVARD

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2007

(Street)

DAYTON, OH 45479

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	10/01/2007		A		38,038	A	$ 0 ⁽¹⁾	47,054 ⁽²⁾	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

Employee Stock Option

$ 27.98

10/01/2007

25,376

⁽³⁾

10/01/2017

Common Stock

25,376

$ 0 ⁽⁴⁾

25,376

Employee Stock Option

$ 11.99

10/01/2007

29,684

⁽⁵⁾

01/26/2011

Common Stock

29,684

$ 0 ⁽⁶⁾

29,684

Employee Stock Option

$ 11.11

10/01/2007

13,914

⁽⁵⁾

01/24/2012

Common Stock

13,914

$ 0 ⁽⁷⁾

13,914

Employee Stock Option

$ 6.86

10/01/2007

13,914

⁽⁵⁾

07/29/2012

Common Stock

13,914

$ 0 ⁽⁸⁾

13,914

Employee Stock Option

$ 5.22

10/01/2007

11,131

⁽⁵⁾

02/03/2013

Common Stock

11,131

$ 0 ⁽⁹⁾

11,131

Employee Stock Option

$ 7.37

10/01/2007

11,131

⁽⁵⁾

08/04/2013

Common Stock

11,131

$ 0 ⁽¹⁰⁾

11,131

Employee Stock Option

$ 12.21

10/01/2007

22,263

⁽⁵⁾

03/01/2014

Common Stock

22,263

$ 0 ⁽¹¹⁾

22,263

Employee Stock Option

$ 21.01

10/01/2007

11,498

⁽¹⁷⁾

03/01/2015

Common Stock

11,498

$ 0 ⁽¹²⁾

11,498

Employee Stock Option

$ 20.84

10/01/2007

12,292

⁽¹⁸⁾

02/13/2016

Common Stock

12,292

$ 0 ⁽¹³⁾

12,292

Employee Stock Option

$ 22.31

10/01/2007

18,552

⁽¹⁹⁾

11/01/2016

Common Stock

18,552

$ 0 ⁽¹⁴⁾

18,552

Employee Stock Option

$ 24.87

10/01/2007

9,806

⁽¹⁵⁾

03/01/2017

Common Stock

9,806

$ 0 ⁽¹⁶⁾

9,806

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fair Robert 1700 S. PATTERSON BOULEVARD DAYTON, OH 45479			EVP, Global Field Operations

Signatures

/s/ Margaret A. Treese, Attorney-in-fact for Robert Fair		10/03/2007
^**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)	These shares of time-based restricted stock were granted by the issuer in substitution of 20,503 shares of time-based restricted stock of NCR Corporation ("NCR") in connection with the spin-off of the issuer by NCR (the "Spin-Off") pursuant to which, on September 30, 2007, NCR distributed one share of the issuer's common stock for every one share of NCR common stock held as of the close of business on September 14, 2007.
(2)	Includes shares of common stock acquired as a result of the distribution of issuer common stock in connection with the Spin-Off.
(3)	This option vests in four equal annual installments beginning on October 1, 2008.
(4)	Stock option granted in connection with the Spin-Off.
(5)	This option is fully exercisable.
(6)	In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 16,000 shares of common stock of NCR Corporation at an exercise price of $22.2344.
(7)	In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 7,500 shares of common stock of NCR Corporation at an exercise price of $20.595.
(8)	In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 7,500 shares of common stock of NCR Corporation at an exercise price of $12.7225.
(9)	In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 6,000 shares of common stock of NCR Corporation at an exercise price of $9.675.
(10)	In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 6,000 shares of common stock of NCR Corporation at an exercise price of $13.67.
(11)	In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 12,000 shares of common stock of NCR Corporation at an exercise price of $22.65.
(12)	In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 6,198 shares of common stock of NCR Corporation at an exercise price of $38.97.
(13)	In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 6,626 shares of common stock of NCR Corporation at an exercise price of $38.645.
(14)	In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 10,000 shares of common stock of NCR Corporation at an exercise price of $41.39.
(15)	This option vests in four equal annual installments beginning on March 1, 2008.
(16)	In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 5,286 shares of common stock of NCR Corporation at an exercise price of $46.13.
(17)	This option vests in four equal annual installments beginning on March 1, 2006.
(18)	This option vests in four equal annual installments beginning on February 13, 2007.
(19)	This option vests in three equal annual installments beginning on November 1, 2007.

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