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^*

McDonald Darryl

(Last)

(First)

(Middle)

1700 S. PATTERSON BOULEVARD

(Street)

DAYTON

45479

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TERADATA CORP /DE/ [ TDC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2007

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	10/01/2007		A		32,472	A	$0⁽¹⁾	47,183.112⁽²⁾	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)
Employee Stock Option	$27.98	10/01/2017		A		22,839		⁽³⁾	10/01/2017	Common Stock	22,839	$0⁽⁴⁾	22,839	D
Employee Stock Option	$11.19	10/01/2007		A		13,728		⁽⁵⁾	01/04/2009	Common Stock	13,728	$0⁽⁶⁾	13,728	D
Employee Stock Option	$9.37	10/01/2007		A		37,105		⁽⁵⁾	09/17/2009	Common Stock	37,105	$0⁽⁷⁾	37,105	D
Employee Stock Option	$10.3	10/01/2007		A		22,263		⁽⁵⁾	01/03/2010	Common Stock	22,263	$0⁽⁸⁾	22,263	D
Employee Stock Option	$11.26	10/01/2007		A		37,105		⁽⁵⁾	04/10/2010	Common Stock	37,105	$0⁽⁹⁾	37,105	D
Employee Stock Option	$11.99	10/01/2007		A		29,684		⁽⁵⁾	01/26/2011	Common Stock	29,684	$0⁽¹⁰⁾	29,684	D
Employee Stock Option	$11.11	10/01/2007		A		13,914		⁽⁵⁾	01/24/2012	Common Stock	13,914	$0⁽¹¹⁾	13,914	D
Employee Stock Option	$6.86	10/01/2007		A		9,276		⁽⁵⁾	07/29/2012	Common Stock	9,276	$0⁽¹²⁾	9,276	D
Employee Stock Option	$5.22	10/01/2007		A		9,276		⁽⁵⁾	02/03/2013	Common Stock	9,276	$0⁽¹³⁾	9,276	D
Employee Stock Option	$5.41	10/01/2007		A		18,552		⁽⁵⁾	04/11/2013	Common Stock	18,552	$0⁽¹⁴⁾	18,552	D
Employee Stock Option	$7.37	10/01/2007		A		13,914		⁽⁵⁾	08/04/2013	Common Stock	13,914	$0⁽¹⁵⁾	13,914	D
Employee Stock Option	$12.21	10/01/2007		A		16,827		⁽⁵⁾	03/01/2014	Common Stock	16,827	$0⁽¹⁶⁾	16,827	D
Employee Stock Option	$11.09	10/01/2007		A		5,435		⁽⁵⁾	03/23/2014	Common Stock	5,435	$0⁽¹⁷⁾	5,435	D
Employee Stock Option	$21.01	10/01/2007		A		11,498		⁽¹⁸⁾	03/01/2015	Common Stock	11,498	$0⁽¹⁹⁾	11,498	D
Employee Stock Option	$20.84	10/01/2007		A		12,292		⁽²⁰⁾	02/13/2016	Common Stock	12,292	$0⁽²¹⁾	12,292	D
Employee Stock Option	$22.31	10/01/2007		A		18,552		⁽²²⁾	11/01/2016	Common Stock	18,552	$0⁽²³⁾	18,552	D
Employee Stock Option	$24.87	10/01/2007		A		9,806		⁽²⁴⁾	03/01/2017	Common Stock	9,806	$0⁽²⁵⁾	9,806	D

Explanation of Responses:

1. These shares of time-based restricted stock were granted by the issuer in substitution of 17,503 shares of time-based restricted stock of NCR Corporation ("NCR") in connection with the spin-off of the issuer by NCR (the "Spin-Off") pursuant to which, on September 30, 2007, NCR distributed one share of the issuer's common stock for every one share of NCR common stock held as of the close of business on September 14, 2007.

2. Includes shares of common stock acquired as a result of the distribution of issuer common stock in connection with the Spin-Off.

3. This option vests in four equal annual installments beginning on October 1, 2008.

4. Stock option granted in connection with the Spin-Off.

5. This option is fully exercisable.

6. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 7,400 shares of common stock of NCR Corporation at an exercise price of $20.75.

7. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 20,000 shares of common stock of NCR Corporation at an exercise price of $17.375.

8. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 12,000 shares of common stock of NCR Corporation at an exercise price of $19.0938.

9. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 20,000 shares of common stock of NCR Corporation at an exercise price of $20.875.

10. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 16,000 shares of common stock of NCR Corporation at an exercise price of $22.2344.

11. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 7,500 shares of common stock of NCR Corporation at an exercise price of $20.595.

12. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 5,000 shares of common stock of NCR Corporation at an exercise price of $12.7225.

13. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 5,000 shares of common stock of NCR Corporation at an exercise price of $9.675.

14. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 10,000 shares of common stock of NCR Corporation at an exercise price of $10.025.

15. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 7,500 shares of common stock of NCR Corporation at an exercise price of $13.67.

16. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 9,070 shares of common stock of NCR Corporation at an exercise price of $22.65.

17. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 2,930 shares of common stock of NCR Corporation at an exercise price of $20.57.

18. This option vests in four equal annual installments beginning on March 1, 2006.

19. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 6,198 shares of common stock of NCR Corporation at an exercise price of $38.97.

20. This option vests in four equal annual installments beginning on February 13, 2007.

21. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 6,626 shares of common stock of NCR Corporation at an exercise price of $38.645.

22. This option vests in three equal annual installments beginning on November 1, 2007.

23. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 10,000 shares of common stock of NCR Corporation at an exercise price of $41.39.

24. This option vests in four equal annual installments beginning on March 1, 2008.

25. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 5,286 shares of common stock of NCR Corporation at an exercise price of $46.13.

	/s/ Margaret A. Treese, Attorney-in-fact for Darryl McDonald	10/03/2007
	** 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).
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