SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(b)
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(Amendment No. 3)(1)
MANHATTAN ASSOCIATES, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
562750 10 9
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(CUSIP Number)
DECEMBER 31, 2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act, but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 562750 10 9 13G PAGE 2 OF 6 PAGES
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DEEPAK M.J. RAO
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]4
(See Instructions) (b) [ ]5
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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(5) SOLE VOTING POWER
NUMBER OF 1,594,211(1)
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 1,594,211(1)
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(8) SHARED DISPOSITIVE POWER
-0-
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,594,211(1)
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(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]6
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
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(12) TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Includes 1,318,461 shares held by a limited partnership controlled
by Mr. Rao, the 99% limited partnership interest of which is owned by a trust
for the benefit of Mr. Rao's descendants. Mr. Rao disclaims beneficial ownership
of the shares held by the limited partnership which are allocated to the
interest held by the trust.
CUSIP NO. 562750 10 9 13G PAGE 3 OF 6 PAGES
ITEM 1(A). NAME OF ISSUER:
Manhattan Associates, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2300 Windy Ridge Parkway, Suite 700
Atlanta, GA 30339
ITEM 2(A). NAME OF PERSON FILING:
Deepak M.J. Rao
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o 2300 Windy Ridge Parkway, Suite 700
Atlanta, GA 30339
ITEM 2(C). CITIZENSHIP:
U.S. Citizen
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share
ITEM 2(E). CUSIP NUMBER:
562750 10 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of
Investment Company Act.
CUSIP NO. 562750 10 9 13G PAGE 4 OF 6 PAGES
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [ ]
Not applicable
ITEM 4. OWNERSHIP.
PROVIDE THE FOLLOWING INFORMATION REGARDING THE AGGREGATE
NUMBER AND PERCENTAGE OF THE CLASS OF SECURITIES OF THE ISSUER DEFINED IN ITEM
1.
(a) Amount Beneficially Owned: 1,594,211 (1)
(b) Percent of Class: 5.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,594,211 (1)
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the
disposition of: 1,594,211 (1)
(iv) Shared power to dispose or to direct the
disposition of: -0-
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(1) Includes 1,318,461 shares held by a limited partnership
controlled by Mr. Rao, the 99% limited partnership interest of
which is owned by a trust for the benefit of Mr. Rao's
descendants. Mr. Rao disclaims beneficial ownership of the
shares held by the limited partnership which are allocable to
the interest held by the trust.
Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF
MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING [ ].
INSTRUCTION. DISSOLUTION OF A GROUP REQUIRES A RESPONSE TO THIS ITEM.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
IF ANY OTHER PERSON IS KNOWN TO HAVE THE RIGHT TO RECEIVE OR
THE POWER TO DIRECT THE RECEIPT OF DIVIDENDS FROM, OR THE PROCEEDS FROM THE SALE
OF, SUCH SECURITIES, A STATEMENT TO THAT EFFECT SHOULD BE INCLUDED IN RESPONSE
TO THIS ITEM AND, IF SUCH INTEREST RELATES TO MORE THAN FIVE PERCENT OF
CUSIP NO. 562750 10 9 13G PAGE 5 OF 6 PAGES
THE CLASS, SUCH PERSON SHOULD BE IDENTIFIED. A LISTING OF THE SHAREHOLDERS OF AN
INVESTMENT COMPANY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940 OR THE
BENEFICIARIES OF AN EMPLOYEE BENEFIT PLAN, PENSION FUND OR ENDOWMENT FUND IS NOT
REQUIRED.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
IF A PARENT HOLDING COMPANY HAS FILED THIS SCHEDULE, PURSUANT
TO RULE 13D-1(B)(II)(G), SO INDICATE UNDER ITEM 3(G) AND ATTACH AN EXHIBIT
STATING THE IDENTITY AND THE ITEM 3 CLASSIFICATION OF THE RELEVANT SUBSIDIARY.
IF A PARENT HOLDING COMPANY HAS FILED THIS SCHEDULE PURSUANT TO RULE 13D-1(C),
ATTACH AN EXHIBIT STATING THE IDENTIFICATION OF THE RELEVANT SUBSIDIARY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
IF A GROUP HAS FILED THIS SCHEDULE, PURSUANT TO RULE
13D-1(B)(II)(J), SO INDICATE UNDER ITEM 3(H) AND ATTACH AN EXHIBIT STATING THE
IDENTITY AND ITEM 3 CLASSIFICATION OF EACH MEMBER OF THE GROUP. IF A GROUP HAS
FILED THIS SCHEDULE PURSUANT TO RULE 13D-1(D), ATTACH AN EXHIBIT STATING THE
IDENTIFICATION OF EACH MEMBER OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
NOTICE OF DISSOLUTION OF A GROUP MAY BE FURNISHED AS AN
EXHIBIT STATING THE DATE OF THE DISSOLUTION AND THAT ALL FURTHER FILINGS WITH
RESPECT TO TRANSACTIONS IN THE SECURITY REPORTED ON WILL BE FILED, IF REQUIRED,
BY MEMBERS OF THE GROUP, IN THEIR INDIVIDUAL CAPACITY. SEE ITEM 5.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
CUSIP NO. 562750 10 9 13G PAGE 6 OF 6 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 14, 2002
By: /s/ Deepak M.J. Rao
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Deepak M.J. Rao
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).