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 * DORRIAN JIM   2. Issuer Name and Ticker or Trading Symbol DemandTec, Inc. [DMAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2935 WOODSIDE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 11/13/2009 (Street) WOODSIDE, CA 94062 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 02/04/2010   J(1)   5,401,449 D $ 6.152 0 I See Footnote (2) Common Stock 02/04/2010   J(1)   621,843 D $ 6.152 0 I See Footnote (3) Common Stock 02/04/2010   J(1)   3,884 A $ 6.152 4,529 D (2)   Common Stock 02/04/2010   J(1)   4,003 A $ 6.152 4,667 D (3)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DORRIAN JIM 2935 WOODSIDE ROAD WOODSIDE, CA 94062		X

Signatures

/s/ James Dorrian		02/05/2010
**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)	Distribution to Limited Partners.
(2)	The shares reported on this line are beneficially owned, and the reported distribution was made, by Crosspoint Venture Partners 2000 Q, L.P. (CVP 2000 Q). The reporting person is a general partner of Crosspoint Associates 2000, L.L.C., a venture capital firm, which is the general partner of CVP 2000 Q. The reporting person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest in its distributive share thereof. Through the partnership distributions from CVP 2000 Q to its general partners, James Dorrian received 3,884 shares on 02/04/10.
(3)	The shares reported on this line are beneficially owned, and the reported distribution was made, by Crosspoint Venture Partners 2000, L.P. (CVP 2000). The reporting person is a general partner of Crosspoint Associates 2000, L L.C., a venture capital firm, which is the general partner of CVP 2000. The reporting person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest in its distributive share thereof. Through the partnership distributions from CVP 2000 to its general partners, James Dorrian received 4,003 shares on 02/04/10.

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