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)
02/14/2012
(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   117,500 (1) D $ 0 (1) 116,950 D  
Common Stock 02/14/2012   D   54,450 D $ 13.2 (2) 62,500 D  
Common Stock 02/14/2012   D   62,500 (3) D $ 0 (3) 0 D  
Common Stock 02/14/2012   D   50,018 D $ 13.2 (4) 0 I by Trust1 (5)
Common Stock 02/14/2012   D   50,018 D $ 13.2 (4) 0 I by Trust2 (6)
Common Stock 02/14/2012   D   135,489 D $ 13.2 (4) 0 I by Trust3 (7)

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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
Incentive Stock Option (right to buy) $ 1 02/14/2012   D     35,000   (8) 03/18/2014 Common Stock 35,000 $ 12.2 (9) 0 D  
Incentive Stock Option (right to buy) $ 1.3 02/14/2012   D     76,923   (8) 07/22/2014 Common Stock 76,923 $ 11.9 (10) 0 D  
Incentive Stock Option (right to buy) $ 1.3 02/14/2012   D     76,923   (8) 09/09/2014 Common Stock 76,923 $ 11.9 (10) 0 D  
Incentive Stock Option (right to buy) $ 1.3 02/14/2012   D     76,923   (8) 02/10/2015 Common Stock 76,923 $ 11.9 (10) 0 D  
Incentive Stock Option (right to buy) $ 3.8 02/14/2012   D     105,262   (8) 12/19/2016 Common Stock 105,262 $ 9.4 (11) 0 D  
Non-Qualified Stock Option (right to buy) $ 1 02/14/2012   D     10,000   (8) 03/18/2014 Common Stock 10,000 $ 12.2 (12) 0 D  
Non-Qualified Stock Option (right to buy) $ 1.3 02/14/2012   D     33,077   (8) 07/22/2014 Common Stock 33,077 $ 11.9 (13) 0 D  
Non-Qualified Stock Option (right to buy) $ 1.3 02/14/2012   D     33,077   (8) 09/09/2014 Common Stock 33,077 $ 11.9 (13) 0 D  
Non-Qualified Stock Option (right to buy) $ 1.3 02/14/2012   D     128,077   (8) 02/10/2015 Common Stock 128,077 $ 11.9 (14) 0 D  
Non-Qualified Stock Option (right to buy) $ 2.5 02/14/2012   D     275,000   (8) 12/01/2015 Common Stock 275,000 $ 10.7 (15) 0 D  
Non-Qualified Stock Option (right to buy) $ 3.8 02/14/2012   D     219,738   (8) 12/19/2016 Common Stock 219,738 $ 9.4 (16) 0 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   02/16/2012
**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) Consists of restricted stock units ("RSUs") that were converted, pursuant to a merger agreement between the Issuer and International Business Machines Corporation ("IBM") into RSUs with respect to shares of IBM common stock, with each RSU converted into 0.069376 IBM RSUs. Pursuant to the merger agreement, the performance conditions applicable to the units were deemed satisfied at 100% of target performance.
(2) Represents vested RSUs that were disposed of pursuant to the merger agreement in exchange for a cash payment of $13.20 per share, less applicable withholding taxes, on the effective date of the merger.
(3) Consists of RSUs that were converted, pursuant to the merger agreement, into RSUs with respect to shares of IBM common stock, with each RSU converted into 0.069376 IBM RSUs.
(4) 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.
(5) Shares held by the Annie Fishback Separate Share Irrevocable Trust
(6) Shares held by the Megan Fishback Separate Share Irrevocable Trust
(7) Shares held by the Fishback Family Revocable Trust u/d/t March 5, 2001, Daniel R. Fishback and Lady Bess Fishback, Trustees
(8) The stock option is fully vested and exercisable.
(9) Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $427,000.00, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option, less applicable withholding taxes, on the effective date of the merger.
(10) Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $915,383.70, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option, less applicable withholding taxes, on the effective date of the merger.
(11) Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $989,462.80, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option, less applicable withholding taxes, on the effective date of the merger.
(12) Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $122,000.00, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option, less applicable withholding taxes, on the effective date of the merger.
(13) Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $393,616.30, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option, less applicable withholding taxes, on the effective date of the merger.
(14) Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $1,524,116.30, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option, less applicable withholding taxes, on the effective date of the merger.
(15) Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $2,942,500.00, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option, less applicable withholding taxes, on the effective date of the merger.
(16) Represents vested stock options that were disposed of pursuant to the merger agreement in exchange for a cash payment of $2,065,537.20, representing the difference between the merger consideration of $13.20 per share and the exercise price of the option, less applicable withholding taxes, on the effective date of the merger.

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