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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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)
10/08/2009
(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 10/08/2009   S   3,154 D $ 8.335 (1) 18,514 I by Trust1 (2)
Common Stock 10/09/2009   S   18,496 D $ 8.018 (3) 18 I by Trust1 (2)
Common Stock 10/08/2009   S   3,046 D $ 8.326 (4) 18,622 I by Trust2 (5)
Common Stock 10/09/2009   S   18,604 D $ 8.017 (6) 18 I by Trust2 (5)
Common Stock               112,000 D  
Common Stock               316,089 I by Trust3

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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   10/09/2009
**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 $8.335 consists of the following trades: 100 shares were sold at $8.39 per share, 98 at $8.44, 400 at $8.34, 100 at $8.33, 100 at $8.30, 300 at $8.27, 100 at $8.25, 100 at $8.28, 100 at $8.29, 100 at $8.3375, 200 at $8.32, 200 at $8.345, 800 at $8.35, and 456 shares were sold at $8.36 per share.
(2) Shares held by the Annie Fishback Separate Share Irrevocable Trust
(3) Average sale price of $8.018 consists of the following trades: 100 shares were sold at $8.30 per share, 100 at $8.28, 500 at $8.16, 100 at $8.17, 200 at $8.13, 600 at $8.15, 200 at $8.14, 100 at $8.05, 100 at $8.07, 100 at $8.08, 200 at $8.01, 100 at $8.03, 500 at $8.02, and 15,596 shares were sold at $8.00 per share.
(4) Average sale price of $8.326 consists of the following trades: 100 shares were sold at $8.21 per share, 100 at $8.28, 2 at $8.45, 200 at $8.34, 100 at $8.31, 100 at $8.26, 400 at $8.27, 300 at $8.32, 100 at $8.3225, 100 at $8.3375, 400 at $8.345, 200 at $8.37, 500 at $8.35, and 444 shares were sold at $8.36 per share.
(5) Shares held by the Megan Fishback Separate Share Irrevocable Trust
(6) Average sale price of $8.017 consists of the following trades: 100 shares were sold at $8.30 per share, 100 at $8.23, 100 at $8.20, 100 at $8.19, 200 at $8.13, 300 at $8.16, 800 at $8.15, 100 at $8.05, 100 at $8.06, 200 at $8.08, 500 at $8.02, and 16,004 shares were sold at $8.00 per share.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.