UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 1*
Name of Issuer: DemandTec, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 24802R506
Date of Event Which Requires Filing of this Statement: 11/30/2010
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP No.: 24802R506
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Capital Management LLC
EIN #75-3019302
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
1,508,655**
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,508,655**
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,508,655**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%**
12. TYPE OF REPORTING PERSON
IA, HC
** See Item 4 of this filing
CUSIP No.: 24802R506
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JCF US All Cap Growth Fund
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
461,841**
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
461,841**
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
461,841**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%**
12. TYPE OF REPORTING PERSON
IV
** See Item 4 of this filing
Item 1.
(a). Name of Issuer: DemandTec, Inc. ("DemandTec")
(b). Address of Issuer's Principal Executive Offices:
One Franklin Parkway, Building 910
San Mateo, CA 94403
Item 2.
(a).-(c). Name, Principal Business Address, and Citizenship of Persons
Filing:
(1) Janus Capital Management LLC ("Janus Capital")
151 Detroit Street
Denver, Colorado 80206
Citizenship: Delaware
(2) JCF US All Cap Growth Fund
151 Detroit Street
Denver, Colorado 80206
Citizenship: Massachusetts
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 24802R506
Item 3.
This statement is filed pursuant to Rule 13d-1 (b) or 13d-2(b) and the person
filing, Janus Capital, is an investment adviser in accordance with Section
240.13d-1(b)(ii)(E)as well as a parent holding company/control person in
accordance with Section 240.13d-1(b)(ii)(G). See Item 4 for additional
information.
JCF US All Cap Growth Fund is registered under the Janus Capital
Funds Plc managed by Janus Capital International Limited (JCIL),
an England and Wales company regulated by the Financial Services
Authority, a United Kingdom regulatory agency, Sub-Advised by
Janus Capital.
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover page(s) on
Schedule 13G is hereby incorporated by reference.
Janus Capital has a direct 94.5% ownership stake in INTECH Investment
Management ("INTECH") and a direct 77.8% ownership stake in Perkins
Investment Management LLC ("Perkins"). Due to the above ownership
structure, holdings for Janus Capital, Perkins and INTECH are aggregated
for purposes of this filing. Janus Capital, Perkins
and INTECH are registered investment advisers, each furnishing investment
advice to various investment companies registered under Section 8 of the
Investment Company Act of 1940 and to individual and institutional clients
(collectively referred to herein
as "Managed Portfolios").
As a result of its role as investment adviser or sub-adviser to the
Managed Portfolios,
Janus Capital may be deemed to be the beneficial
owner of 1,508,655 shares or 5.0% of the shares outstanding of
DemandTec Common Stock held by such Managed Portfolios. However,
Janus Capital does not have the right to receive any dividends from,
or the proceeds from the sale of, the securities held in the Managed
Portfolios and
disclaims any ownership associated with such rights.
JCF US All Cap Growth Fund is registered under the Janus Capital
Funds Plc managed by Janus Capital International Limited (JCIL),
an England and Wales company regulated by the Financial Services
Authority, a United Kingdom regulatory agency, Sub-Advised by
Janus Capital.
Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report the fact that JCF US All Cap Growth
Fund has ceased to be the beneficial owners of more than five percent of the
class of securities.
These shares were acquired in the ordinary course of business, and
not with the purpose of changing or influencing control of the Issuer.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security
Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purposes or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
JANUS CAPITAL MANAGEMENT LLC
By /s/ David R. Kowalski 12/10/2010
David R. Kowalski, Date
Senior Vice President & CCO
JCF US ALL CAP GROWTH FUND
By /s/ David R. Kowalski 12/10/2010
David R. Kowalski, Date
Senior Vice President & CCO
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
the persons named below agree to the joint filing on behalf of each of
them of a Statement on Schedule 13G (including amendments thereto)
with respect to the Common Stock of DemandTec, Inc. and further agree that
this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned hereby execute
this Agreement as of the 10th day of December, 2010.
JANUS CAPITAL MANAGEMENT LLC
By /s/ David R. Kowalski
David R. Kowalski, Senior Vice President & CCO
JCF US ALL CAP GROWTH FUND
By /s/ David R. Kowalski
David R. Kowalski, Senior Vice President & CCO