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)
Chief Executive Officer
(Last)
(First)
(Middle)
1 FRANKLIN PARKWAY, BUILDING 910		 3. Date of Earliest Transaction (Month/Day/Year)
01/25/2010
(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 01/25/2010   M(1)   25,000 A $ 0.4 85,000 D  
Common Stock 01/25/2010   S(1)   25,000 D $ 6.668 (2) 60,000 D  
Common Stock 01/26/2010   M(1)   23,400 A $ 0.4 83,400 D  
Common Stock 01/26/2010   S(1)   23,400 D $ 6.313 (3) 60,000 D  
Common Stock               18 I by Trust1 (4)
Common Stock               18 I by Trust2 (5)
Common Stock               316,089 I by Trust3 (6)

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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
Non-Qualified Stock Option (right to buy) $ 0.4 01/25/2010   M(1)     25,000   (7) 06/03/2011 Common Stock 25,000 $ 0 271,666 D  
Non-Qualified Stock Option (right to buy) $ 0.4 01/26/2010   M(1)     23,400   (7) 06/03/2011 Common Stock 23,400 $ 0 248,266 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fishback Daniel R
1 FRANKLIN PARKWAY
BUILDING 910
SAN MATEO, CA 94403		   X     Chief Executive Officer  

Signatures

 By: Michael McAdam, Attorney in Fact For: Daniel Fishback   01/27/2010
**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 stock option same-day sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 24, 2008.
(2) Average sale price of $6.6678 consists of the following blocks: 1200 shares were sold at $6.63 per share, 2100 at $6.62, 6355 at $6.65, 2600 at $6.64, 4000 at $6.645, 300 at $6.66, 100 at $6.67, 345 at $6.635, 100 at $6.61, 600 at $6.585, 1200 at $6.60, 400 at $6.69, 300 at $6.70, 300 at $6.685, 100 at $6.71, 100 at $6.72, 500 at $6.73, 600 at $6.80, 700 at $6.795, 800 at $6.79, 300 at $6.75, 300 at $6.76, 700 at $6.785, 700 at $6.775, and 300 shares were sold at $6.78 per share.
(3) Average sale price of $6.313 consists of the following blocks: 2900 shares were sold at $6.10 per share, 400 at $6.11, 600 at $6.12, 625 at $6.13, 100 at $6.135, 75 at $6.14, 200 at $6.08, 500 at $6.09, 400 at $6.29, 12,300 at $6.36, 1600 at $6.37, 300 at $6.38, 500 at $6.39, 300 at $6.40, 400 at $6.44, 400 at $6.42, 300 at $6.46, 200 at $6.43, 700 at $6.45, 100 at $6.48, 100 at $6.49, 100 at $6.52, 100 at $6.55, 100 at $6.53, and 100 shares were sold at $6.50 per share.
(4) Shares held by the Annie Fishback Separate Share Irrevocable Trust
(5) Shares held by the Megan Fishback Separate Share Irrevocable Trust
(6) Shares held by the Fishback Family Revocable Trust u/d/t March 5, 2001, Daniel R. Fishback and Lady Bess Fishback, Trustees
(7) The stock option is fully vested and exercisable.

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