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) 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)   5,000 A $ 1 70,200 D   Common Stock 01/25/2010   S(1)   5,000 D $ 6.66 (2) 65,200 D   Common Stock 01/25/2010   S(3)   15,000 D $ 6.668 (4) 187,300 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

01/25/2010

M(1)

5,000

(9)

05/20/2012

Common Stock

5,000

$ 0

12,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Culhane Mark 1 FRANKLIN PARKWAY BUILDING 910 SAN MATEO, CA 94403			EVP & Chief Financial Officer

Signatures

By: Michael McAdam, Attorney in Fact For: Mark Culhane		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 29, 2008.
(2)	Average sale price of $6.6598 consists of the following blocks: 200 shares were sold at $6.55 per share, 300 at $6.60, 200 at $6.61, 700 at $6.62, 300 at $6.63, 1300 at $6.64, 800 at $6.65, 200 at $6.67, 100 at $6.70, 300 at $6.77, 300 at $6.79, and 300 shares were sold at $6.80 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 $6.6683 consists of the following blocks: 100 shares were sold at $6.59 per share, 700 at $6.60, 800 at $6.61, 2125 at $6.62, 900 at $6.63, 3575 at $6.64, 2200 at $6.65, 875 at $6.66, 200 at $6.67, 100 at $6.68, 200 at $6.70, 200 at $6.73, 10 at $6.75, 800 at $6.77, 400 at $6.78, 125 at $6.79, 1400 at $6.80, and 290 shares were sold at $6.81 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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