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 *
Fishback Daniel R
   2. Issuer Name and Ticker or Trading Symbol
DemandTec, Inc. [DMAN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
ONE FRANKLIN PARKWAY, BUILDING 910		 3. Date of Earliest Transaction (Month/Day/Year)
02/17/2011
(Street)

SAN MATEO, CA 94403		 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 02/17/2011   M(1)   56,231 A $ 1 219,481 D  
Common Stock 02/17/2011   S(1)   56,231 D $ 13.784 (2) 163,250 D  
Common Stock 02/18/2011   M(1)   27,600 A $ 1 190,850 D  
Common Stock 02/18/2011   S(1)   27,600 D $ 13.555 (3) 163,250 D  
Common Stock               18 I by Trust1 (4)
Common Stock               18 I by Trust2 (5)
Common Stock               193,089 I by Trust3 (6)

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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
Non-Qualified Stock Option (right to buy) $ 1 02/17/2011   M(1)     56,231   (7) 05/20/2012 Common Stock 56,231 $ 0 133,769 D  
Non-Qualified Stock Option (right to buy) $ 1 02/18/2011   M(1)     27,600   (7) 05/20/2012 Common Stock 27,600 $ 0 106,169 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fishback Daniel R
ONE FRANKLIN PARKWAY
BUILDING 910
SAN MATEO, CA 94403		   X     President & CEO  

Signatures

 By: Michael McAdam, Attorney in Fact For: Daniel Fishback   02/18/2011
**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) Automatic exercise and sale, of a stock option that will expire in May 2012, pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 20, 2010.
(2) The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $13.57 to $13.98 per share. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(3) The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $13.36 to $13.70 per share. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(4) Shares held by the Annie Fishback Separate Share Irrevocable Trust
(5) Shares held by the Megan Fishback Separate Share Irrevocable Trust
(6) Shares held by the Fishback Family Revocable Trust u/d/t March 5, 2001, Daniel R. Fishback and Lady Bess Fishback, Trustees
(7) The stock option is fully vested and exercisable.

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