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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1. Name and Address of Reporting Person * Culhane Mark   2. Issuer Name and Ticker or Trading Symbol DemandTec, Inc. [DMAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer (Last) (First) (Middle) ONE CIRCLE STAR WAY, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 10/26/2009 (Street) SAN CARLOS, CA 94070 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 10/26/2009   M(1)   5,000 A $ 1 84,419 D   Common Stock 10/26/2009   S(1)   5,000 D $ 8.552 (2) 79,419 D   Common Stock 10/26/2009   S(3)   15,000 D $ 8.552 (4) 202,300 I by Trust1 (5) Common Stock               9,000 I by Trust2 (6) Common Stock               9,000 I by Trust3 (7) Common Stock               9,000 I by Trust4 (8)

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

Incentive Stock Option (right to buy)

$ 1

10/26/2009

M(1)

5,000

(9)

05/20/2012

Common Stock

5,000

$ 0

17,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Culhane Mark ONE CIRCLE STAR WAY SUITE 200 SAN CARLOS, CA 94070			EVP & Chief Financial Officer

Signatures

By: Michael McAdam, Attorney in Fact For: Mark A. Culhane		10/27/2009
**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 option exercise and same-day sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 29, 2008.
(2)	Average sale price of $8.552 consists of the following trades: 200 shares were sold at $8.49 per share, 200 at $8.50, 200 at $8.51, 500 at $8.52, 400 at $8.53, 200 at $8.54, 500 at $8.55, 400 at $8.555, 300 at $8.56, 1400 at $8.57, 100 at $8.58, 200 at $8.59, 300 at $8.60, and 100 shares were sold at $8.61 per share.
(3)	Sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 29, 2008.
(4)	Average sale price of $8.552 consists of the following trades: 300 shares were sold at $8.49 per share, 600 at $8.50, 828 at $8.51, 1300 at $8.52, 1200 at $8.53, 100 at $8.5375, 500 at $8.54, 100 at $8.545, 2172 at $8.55, 1800 at $8.555, 1400 at $8.56, 2400 at $8.57, 400 at $8.58, 500 at $8.59, 1000 at $8.60, and 400 shares were sold at $8.61 per share.
(5)	Shares held by Culhane Family Revocable Trust dated 12/16/99
(6)	Shares held by Maxwell A. R. Culhane 1999 Irrevocable Trust
(7)	Shares held by Michael D. Culhane 1999 Irrevocable Trust
(8)	Shares held by Monica G. Culhane 1999 Irrevocable Trust
(9)	The stock option is fully vested and exercisable.

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