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1. Name and Address of Reporting Person
*
Fishback Daniel R
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2. Issuer Name
and
Ticker or Trading Symbol
DemandTec, Inc.
[
DMAN
]
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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
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(Last)
(First)
(Middle)
ONE FRANKLIN PARKWAY, BUILDING 910
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2012
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(Street)
SAN MATEO, CA 94403
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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(
5)
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Shares held by the Annie Fishback Separate Share Irrevocable Trust
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(
6)
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Shares held by the Megan Fishback Separate Share Irrevocable Trust
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(
7)
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Shares held by the Fishback Family Revocable Trust u/d/t March 5, 2001, Daniel R. Fishback and Lady Bess Fishback, Trustees
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(
8)
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The stock option is fully vested and exercisable.
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(
9)
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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.
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(
10)
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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.
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(
11)
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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.
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(
12)
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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.
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(
13)
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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.
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(
14)
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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.
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(
15)
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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.
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(
16)
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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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