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)
ONE CIRCLE STAR WAY, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
10/06/2009
(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 10/06/2009   S   15,800 D $ 8.126 (1) 29,218 I by Trust1 (2)
Common Stock 10/07/2009   S   7,550 D $ 8.272 (3) 21,668 I by Trust1 (2)
Common Stock 10/06/2009   S   15,800 D $ 8.126 (4) 29,218 I by Trust2 (5)
Common Stock 10/07/2009   S   7,550 D $ 8.272 (6) 21,668 I by Trust2 (5)
Common Stock               112,000 D  
Common Stock               316,089 I by Trust3

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fishback Daniel R
ONE CIRCLE STAR WAY
SUITE 200
SAN CARLOS, CA 94070		   X     Chief Executive Officer  

Signatures

 By: Michael J. McAdam, Attorney in Fact For: Daniel R. Fishback   10/08/2009
**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) Average sale price of $8.126 consists of the following trades: 445 shares were sold at $7.92 per share, 50 at $7.93, 690 at $7.95, 150 at $7.98, 200 at $7.99, 350 at $8, 507 at $8.01, 400 at $8.02, 50 at $8.03, 100 at $8.04, 400 at $8.05, 200 at $8.06, 210 at $8.07, 50 at $8.09, 2,085 at $8.10, 812 at $8.11, 1,169 at $8.12, 1,223 at $8.13, 2,759 at $8.14, 100 at $8.145, 500 at $8.15, 400 at $8.17, 250 at $8.18, 350 at $8.19, 100 at $8.20, 50 at $8.21, 50 at $8.215, 250 at $8.24, 150 at $8.25, 50 at $8.255, 100 at $8.27, 50 at $8.28, 50 at $8.29, 150 at $8.31, 50 at $8.325, 50 at $8.335, 100 at $8.34, 50 at $8.345, 150 at $8.35, 150 at $8.365, 300 at $8.37, 100 at $8.38, 28 at $8.39, 322 at $8.40, and 50 shares were sold at $8.41 per share.
(2) Shares held by the Annie Fishback Separate Share Irrevocable Trust
(3) Average sale price of $8.272 consists of the following trades: 50 shares were sold at $8.10 per share, 50 at $8.105, 300 at $8.17, 450 at $8.18, 50 at $8.19, 450 at $8.20, 236 at $8.21, 127 at $8.22, 201 at $8.23, 50 at $8.2375, 185 at $8.24, 50 at $8.255, 13 at $8.26, 300 at $8.2675, 150 at $8.27, 589 at $8.28, 250 at $8.285, 450 at $8.29, 300 at $8.295, 1,350 at $8.30, 400 at $8.31, 300 at $8.32, 649 at $8.33, 50 at $8.335, and 550 shares were sold at $8.34 per share.
(4) Average sale price of $8.126 consists of the following trades: 445 shares were sold at $7.92 per share, 50 at $7.93, 690 at $7.95, 150 at $7.98, 200 at $7.99, 350 at $8, 506 at $8.01, 400 at $8.02, 50 at $8.03, 100 at $8.04, 400 at $8.05, 200 at $8.06, 210 at $8.07, 50 at $8.09, 2,085 at $8.10, 812 at $8.11, 1,169 at $8.12, 1,223 at $8.13, 2,760 at $8.14, 100 at $8.145, 500 at $8.15, 400 at $8.17, 250 at $8.18, 350 at $8.19, 100 at $8.20, 50 at $8.21, 50 at $8.215, 250 at $8.24, 150 at $8.25, 50 at $8.255, 100 at $8.27, 50 at $8.28, 50 at $8.29, 150 at $8.31, 50 at $8.325, 50 at $8.335, 100 at $8.34, 50 at $8.345, 150 at $8.35, 150 at $8.365, 300 at $8.37, 100 at $8.38, 28 at $8.39, 322 at $8.40, and 50 shares were sold at $8.41 per share.
(5) Shares held by the Megan Fishback Separate Share Irrevocable Trust
(6) Average sale price of $8.272 consists of the following trades: 50 shares were sold at $8.10 per share, 50 at $8.105, 300 at $8.17, 450 at $8.18, 50 at $8.19, 450 at $8.20, 235 at $8.21, 128 at $8.22, 201 at $8.23, 50 at $8.2375, 185 at $8.24, 1 at $8.25, 50 at $8.255, 13 at $8.26, 300 at $8.2675, 150 at $8.27, 589 at $8.28, 250 at $8.285, 450 at $8.29, 300 at $8.295, 1,350 at $8.30, 400 at $8.31, 300 at $8.32, 648 at $8.33, 50 at $8.335, and 550 shares were sold at $8.34 per share.

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