-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FfvnC+quKbclgRFMA8nyCRg8b6+JOhAqM11DAs86Ev9RMWyZj7H77m9SPSRTZocB O9WVKu57MBWel6uPEjBcVw== 0001144204-08-008829.txt : 20080214 0001144204-08-008829.hdr.sgml : 20080214 20080214062047 ACCESSION NUMBER: 0001144204-08-008829 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: CARGILL, INCORPORATED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DemandTec, Inc. CENTRAL INDEX KEY: 0001400400 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943344761 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83758 FILM NUMBER: 08607902 BUSINESS ADDRESS: STREET 1: ONE CIRCLE STAR WAY, SUITE 200 CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: (650) 226-4600 MAIL ADDRESS: STREET 1: ONE CIRCLE STAR WAY, SUITE 200 CITY: SAN CARLOS STATE: CA ZIP: 94070 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Black River Asset Management LLC CENTRAL INDEX KEY: 0001303241 IRS NUMBER: 412066451 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 12700 WHITEWATER DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 952-984-3557 MAIL ADDRESS: STREET 1: 12700 WHITEWATER DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343 SC 13G 1 v103237_sc13g.htm

   
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. )
 
 
 
DemandTec, Inc.
 
 
(Name of Issuer)
 
Common Stock
 
 
(Title of Class of Securities)
 
24802R506
 
 
(CUSIP Number)
 
December 31, 2007
 
 
(Date of Event Which Requires Filing of this Statement)
 

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

x Rule 13d-1(b)

o Rule 13d-1(c)

x 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).

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.
 

 

CUSIP No. 24802R506 
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Black River Asset Management LLC
Tax ID #41-2066451
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o 
 
(b) o 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Delaware
 
 
NUMBER OF
5
SOLE VOTING POWER
 
3,212,777
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
3,212,777
WITH:
 
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,212,777
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
Not applicable.
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.2%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA
 
Page 2 of 6


CUSIP No. 24802R506 
13G
 
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Cargill, Incorporated
Tax ID #41-0177680
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o 
 
(b) o 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
5
SOLE VOTING POWER
 
3,212,777
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
3,212,777
WITH:
 
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,212,777
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
Not applicable.
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.2%
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO

Page 3 of 6

 
Item 1.
 
(a)
Name of Issuer 
   
DemandTec, Inc.

 
(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
 
This statement is filed by: (i) Black River Asset Management LLC (“Black River”) with respect to shares of common stock of the Issuer (“Shares”) owned by Cargill, Incorporated (“Cargill”); and (ii) Cargill with respect to Shares owned by it.

(b)
Address of Principal Business Office or, if none, Residence

Business office of Black River
12700 Whitewater Drive
Minnetonka, MN 55343

Address of the principal business office of Cargill
15407 McGinty Road West
Minnetonka, MN 55391

(c)
Citizenship

Black River is a Delaware limited liability company.
Cargill is a Delaware corporation.

(d)
Title of Class of Securities
 
Common Stock

(e)
CUSIP Number
 
24802R506

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
o
Broker or dealer registered under section 15 of the Act.
       
 
(b)
o
Bank as defined in section 3(a)(6) of the Act.
       
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act.
       
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940.
       
 
(e)
x
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
       
 
(f)
o
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
       
 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
       
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
       
 
(j)
o
Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
 
Page 4 of 6


Item 4.       Ownership

The percentages used herein are calculated based upon the Shares issued and outstanding as of December 31, 2007, as reported on the Issuer’s quarterly report on Form 10-Q filed for the quarterly period ending November 30, 2007.

1. Black River Asset Management LLC (“Black River”)
(a) Amount beneficially owned: 3,212,777
(b) Percent of class: 12.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 3,212,777
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 3,212,777
(iv) Shared power to dispose or to direct the disposition of: 0

2. Cargill, Incorporated (“Cargill”)
(a) Amount beneficially owned: 3,212,777
(b) Percent of class: 12.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 3,212,777
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 3,212,777
(iv) Shared power to dispose or to direct the disposition of: 0

Black River does not own any Shares or securities convertible into Shares. Pursuant to a managed account agreement, Black River has investment and voting power with respect to the securities held by Cargill.


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

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 and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 5 of 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.

 
February 14, 2008
 
Date
/s/ Robert S. Goedken
 
Signature
Black River Asset Management LLC
Robert S. Goedken, Chief Legal Officer
 
Name/Title

 
February 14, 2008
 
Date
/s/ Robert S. Goedken
 
Signature
Cargill, Incorporated
By: Black River Asset Management LLC, Its Investment Adviser
Robert S. Goedken, Chief Legal Officer
 
Name/Title

   
   
   

Page 6 of 6

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