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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * CODD RONALD E F   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE FRANKLIN PARKWAY, BUILDING 910 3. Date of Earliest Transaction (Month/Day/Year) 02/14/2012 (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 02/14/2012   D   11,299 D $ 13.2 (1) 11,331 D   Common Stock 02/14/2012   D   11,331 D $ 13.2 (2) 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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)

$ 6.7

02/14/2012

D

82,500

(3)

03/28/2017

Common Stock

82,500

$ 6.5 (4)

0

D

Non-Qualified Stock Option (right to buy)

$ 8.77

02/14/2012

D

15,000

(3)

08/04/2016

Common Stock

15,000

$ 4.43 (5)

0

D

Non-Qualified Stock Option (right to buy)

$ 9.5

02/14/2012

D

7,500

(3)

09/03/2014

Common Stock

7,500

$ 3.7 (6)

0

D

Non-Qualified Stock Option (right to buy)

$ 10.35

02/14/2012

D

15,000

(3)

09/01/2015

Common Stock

15,000

$ 2.85 (7)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CODD RONALD E F ONE FRANKLIN PARKWAY BUILDING 910 SAN MATEO, CA 94403	X

Signatures

By: Michael McAdam, Attorney in Fact For: Ronald Codd		02/16/2012
**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)	In connection with a merger agreement between the Issuer and International Business Machines Corporation ("IBM"), this amount represents restricted stock units ("RSUs") that were fully accelerated and disposed of in exchange for a cash payment of $13.20 per share on the effective date of the merger.
(2)	Represents vested RSUs that were disposed of pursuant to the merger agreement in exchange for a cash payment of $13.20 per share on the effective date of the merger.
(3)	The stock option is fully vested and exercisable.
(4)	Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $53,250.00, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option on the effective date of the merger.
(5)	Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $66,450.00, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option on the effective date of the merger.
(6)	Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $27,750.00, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option on the effective date of the merger.
(7)	Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $42,750.00, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option on the effective date of the merger.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.