Edgar Filing: DemandTec, Inc.

Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

DemandTec, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

24802R 50 6

(CUSIP Number)

12/31/10

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ 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.		24802R 50 6


1	NAMES OF REPORTING PERSONS Crosspoint Venture Partners 2000, LP, a California Limited Partnership (“CVP 2000”)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	California

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.00%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 2 of 9


CUSIP No.		24802R 50 6


1	NAMES OF REPORTING PERSONS Crosspoint Venture Partners 2000 Q, LP, a California Limited Partnership (“CVP 2000 Q”)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	California

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.00%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 3 of 9


CUSIP No.		24802R 50 6


1	NAMES OF REPORTING PERSONS Crosspoint Associates 2000, LLC, a California limited liability company (“CA 2000”)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	California

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0- CA 2000 is the general partner of CVP 2000 and CVP 2000 Q.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			-0- CA 2000 is the general partner of CVP 2000 and CVP 2000 Q.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	-0-

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.00%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 4 of 9


CUSIP No.		24802R 50 6


1	NAMES OF REPORTING PERSONS James A. Dorrian


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States citizen

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			9,196 shares are directly held by Mr. Dorrian.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			9,196 shares are directly held by Mr. Dorrian.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	9,196

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	.03%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 5 of 9


CUSIP No.		24802R 50 6


Item 1(a)		Name of Issuer:


		DemandTec, Inc.


Item 1(b)		Address of Issuer’s Principal Executive Offices:


		One Circle Star Way, Suite 200 San Carlos, CA 94070


Item 2(a)		Name of Person Filing:


		Crosspoint Venture Partners 2000, LP Crosspoint Venture Partners 2000 Q, LP Crosspoint Associates 2000, LLC James A. Dorrian


Item 2(b)		Address of Principal Business Office or, if None, Residence:


		2925 Woodside Road Woodside, CA 94062


Item 2(c)		Citizenship:


		The entities listed in Item 2(a) are California Limited Partnerships and California Limited Liability Companies. The individual listed in Item 2(a) is a United States citizen.


Item 2(d)		Title of Class of Securities:


		Common Stock


Item 2(e)		CUSIP Number:


		24802R 50 6


Item 3.		If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check whether the Person Filing is:


		Not applicable.


Item 4.		Ownership.


		See Items 5-11 of cover sheets hereto


Item 5.		Ownership of Five Percent or Less of a Class.


		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.


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.		Certifications.


		Not Applicable

Page 6 of 9


CUSIP No.		24802R 50 6

[The remainder of this page intentionally left blank.]

Page 7 of 9


CUSIP No.		24802R 50 6

SIGNATURE

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.

Date: February 1, 2011


James A Dorrian
Signature	/s/ Dede Barsotti
	Dede Barsotti,
	Attorney-in-Fact


	CROSSPOINT ASSOCIATES 2000, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
	Signature	/s/ Dede Barsotti
		Dede Barsotti, Attorney-in-Fact


	CROSSPOINT VENTURE PARTNERS 2000, LP, A CALIFORNIA LIMITED PARTNERSHIP CROSSPOINT VENTURE PARTNERS 2000 Q, LP, A CALIFORNIA LIMITED PARTNERSHIP
	By:	Crosspoint Associates 2000, LLC, a California
		Limited Liability Company, its General Partner


	Signature	/s/ Dede Barsotti
		Dede Barsotti, Attorney-in-Fact

Page 8 of 9

EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Act the statement dated February 1, 2011 containing the information required by Schedule 13G, for the securities of DemandTec, Inc., held by Crosspoint Venture Partners 2000, LP and Crosspoint Venture Partners 2000 Q, LP, each a California limited partnership, and with respect to the general partners, such other holdings as may be reported therein.


James A Dorrian
Signature	/s/ Dede Barsotti
	Dede Barsotti,
	Attorney-in-Fact


	CROSSPOINT ASSOCIATES 2000, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
	Signature	/s/ Dede Barsotti
		Dede Barsotti, Attorney-in-Fact


	CROSSPOINT VENTURE PARTNERS 2000, LP, A CALIFORNIA LIMITED PARTNERSHIP CROSSPOINT VENTURE PARTNERS 2000 Q, LP, A CALIFORNIA LIMITED PARTNERSHIP
	By:	Crosspoint Associates 2000, LLC, a California
		Limited Liability Company, its General Partner



	Signature	/s/ Dede Barsotti
		Dede Barsotti, Attorney-in-Fact

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