SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DANNEWITZ CHARLES V

(Last)

(First)

(Middle)

5350 TECH DATA DRIVE

(Street)

CLEARWATER

33760

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TECH DATA CORP [ TECD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2011

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/22/2011⁽¹⁾		A		2,998	A	$0	12,270	D
Common Stock	03/23/2011		M		2,422⁽²⁾	A	$21.13	14,692	D
Common Stock	03/23/2011		D		1,692	D	$48.79	13,000	D
Common Stock	03/23/2011		F		221⁽³⁾	D	$48.49	12,779⁽⁴⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$21.13	03/23/2011		M			2,422⁽²⁾	03/23/2011⁽⁵⁾	03/23/2019	Common Stock	2,422	$0	4,845	D

Explanation of Responses:

1. Restricted stock unit grant which represents a contingent right to receive one share of Tech Data Corporation common stock for each vested unit. The restricted stock units vest 25% on the 1st and 2nd grant date anniversaries and 50% on the 3rd grant date anniversary.

2. The market value of Tech Data stock reached $41.13 per share after the vesting period, attaining the award's $20 maximum cap per share, therefore, in accordance with the grant agreement, the vested shares were automatically exercised. The net shares received represent the maximum value less any tax liability.

3. Withholding of shares for payment of tax liability on settlement of units.

4. Table I (column 5) - 2,434 shares held direct; 10,345 unvested RSU's.

5. Maximum value stock-settled stock appreciation right ("MVSSAR") granted on 03/23/09 at $21.13 under the Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation, as amended of which 25% is exercisable on 3/23/10 and on each subsequent anniversary. Each MVSSAR is granted with a predetermined cap on the exercise spread.

	By: Arleen Quinones For: Charles V. Dannewitz	03/24/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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