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 & Chief Mktg and Info Ofcr
(Last)
(First)
(Middle)
10000 INNOVATION DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2014
(Street)

DAYTON, OH 45342
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 11/07/2014   G V 7,500 (1) D $ 0 69,386 D  
Common Stock 11/07/2014   M   9,806 A $ 24.87 79,192 D  
Common Stock 11/07/2014   S   9,806 D $ 42.805 (2) 69,386 D  
Common Stock 11/07/2014   M   10,000 A $ 27.98 79,386 D  
Common Stock 11/07/2014   S   10,000 D $ 42.801 (3) 69,386 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $ 24.87 11/07/2014   M     9,806   (4) 02/28/2017 Common Stock 9,806 $ 0 0 D  
Employee Stock Option $ 27.98 11/07/2014   M     10,000   (5) 09/30/2017 Common Stock 10,000 $ 0 15,376 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fair Robert
10000 INNOVATION DRIVE
DAYTON, OH 45342
      EVP & Chief Mktg and Info Ofcr  

Signatures

 Margaret A. Treese, Attorney-in-fact for Robert Fair   11/11/2014
**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) Shares of Teradata Corporation common stock that the reporting person gifted to a charitable fund.
(2) The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.80 to $42.84. The reporting person has provided to the issuer and will provide any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(3) The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.80 to $42.83. The reporting person has provided to the issuer and will provide any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(4) This option vests in four equal annual installments beginning on March 1, 2008.
(5) This option vests in four equal annual installments beginning on October 1, 2008.

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