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^*

HUNTZ JOHN J JR

(Last)

(First)

(Middle)

2300 WINDY RIDGE PARKWAY

SUITE 700

(Street)

ATLANTA

30339

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MANHATTAN ASSOCIATES INC [ MANH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2012

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	11/01/2012		S		4,448	D	$61.3861⁽¹⁾	20,687	D
Common Stock	11/01/2012		M		850	A	$24.14	21,537	D
Common Stock	11/01/2012		S		850	D	$60.7658⁽²⁾	20,687	D
Common Stock	11/01/2012		M		2,500	A	$30.08	23,187	D
Common Stock	11/01/2012		S		2,500	D	$60.8238⁽³⁾	20,687	D
Common Stock	11/01/2012		M		2,500	A	$27.43	23,187	D
Common Stock	11/01/2012		S		2,500	D	$60.879⁽⁴⁾	20,687	D
Common Stock	11/01/2012		M		2,500	A	$27.91	23,187	D
Common Stock	11/01/2012		S		2,500	D	$60.9432⁽⁵⁾	20,687	D
Common Stock	11/01/2012		M		2,500	A	$27.41	23,187	D
Common Stock	11/01/2012		S		2,500	D	$60.9858⁽⁶⁾	20,687	D
Common Stock	11/01/2012		M		2,500	A	$25.75	23,187	D
Common Stock	11/01/2012		S		2,500	D	$61.0099⁽⁷⁾	20,687	D
Common Stock	11/01/2012		M		2,500	A	$23.07	23,187	D
Common Stock	11/01/2012		S		2,500	D	$61.0412⁽⁸⁾	20,687	D
Common Stock	11/01/2012		M		2,500	A	$24.33	23,187	D
Common Stock	11/01/2012		S		2,500	D	$61.072⁽⁹⁾	20,687	D
Common Stock	11/01/2012		M		2,500	A	$21.79	23,187	D
Common Stock	11/01/2012		S		2,500	D	$61.1124⁽¹⁰⁾	20,687	D
Common Stock	11/01/2012		M		2,500	A	$18.27	23,187	D
Common Stock	11/01/2012		S		2,500	D	$61.1558⁽¹¹⁾	20,687	D
Common Stock	11/01/2012		M		2,500	A	$19.88	23,187	D
Common Stock	11/01/2012		S		2,500	D	$61.2594⁽¹²⁾	20,687	D
Common Stock	11/01/2012		M		2,500	A	$24.81	23,187	D
Common Stock	11/01/2012		S		2,500	D	$61.3977⁽¹³⁾	20,687	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)
Non-Employee Director Stock Option	$24.14	11/01/2012		M			850	⁽¹⁴⁾	10/02/2013	Common Stock	850	$0.00	0	D
Non-Employee Director Stock Option	$30.08	11/01/2012		M			2,500	⁽¹⁵⁾	01/02/2014	Common Stock	2,500	$0.00	0	D
Non-Employee Director Stock Option	$27.43	11/01/2012		M			2,500	⁽¹⁶⁾	04/02/2014	Common Stock	2,500	$0.00	0	D
Non-Employee Director Stock Option	$27.91	11/01/2012		M			2,500	⁽¹⁷⁾	07/02/2014	Common Stock	2,500	$0.00	0	D
Non-Employee Director Stock Option	$27.41	11/01/2012		M			2,500	⁽¹⁸⁾	10/01/2014	Common Stock	2,500	$0.00	0	D
Non-Employee Director Stock Option	$25.75	11/01/2012		M			2,500	⁽¹⁹⁾	01/02/2015	Common Stock	2,500	$0.00	0	D
Non-Employee Director Stock Option	$23.07	11/01/2012		M			2,500	⁽²⁰⁾	04/01/2015	Common Stock	2,500	$0.00	0	D
Non-Employee Director Stock Option	$24.33	11/01/2012		M			2,500	⁽²¹⁾	07/01/2015	Common Stock	2,500	$0.00	0	D
Non-Employee Director Stock Option	$21.79	11/01/2012		M			2,500	⁽²²⁾	10/01/2015	Common Stock	2,500	$0.00	0	D
Non-Employee Director Stock Option	$18.27	11/01/2012		M			2,500	⁽²³⁾	07/01/2016	Common Stock	2,500	$0.00	0	D
Non-Employee Director Stock Option	$19.88	11/01/2012		M			2,500	⁽²⁴⁾	10/01/2016	Common Stock	2,500	$0.00	0	D
Non-Employee Director Stock Option	$24.81	11/01/2012		M			2,500	⁽²⁵⁾	01/04/2017	Common Stock	2,500	$0.00	0	D

Explanation of Responses:

1. $61.3861 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $61.2800 to $61.5100. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

2. $60.7658 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $60.7200 to $60.7800. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

3. $60.8238 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $60.7800 to $60.8500. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

4. $60.8790 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $60.8500 to $60.9000. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

5. $60.9432 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $60.9100 to $60.9700. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

6. $60.9858 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $60.9700 to $61.0000. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

7. $61.0099 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $61.0000 to $61.0250. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

8. $61.0412 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $61.0250 to $61.0600. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

9. $61.0720 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $61.0600 to $61.0900. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

10. $61.1124 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $61.1000 to $61.1400. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

11. $61.1558 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $61.1400 to $61.1900. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

12. $61.2594 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $61.1900 to $61.3100. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

13. $61.3977 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $61.3200 to $61.5700. The filing person undertakes to provide full information regarding the number of shares sold at each price upon request by the Securities and Exchange Commission, the Company or a security holder of the Company.

14. This option grant was fully vested as of the grant date; original grant date was 10/02/06.

15. This option grant was fully vested as of the grant date; original grant date was 01/02/07.

16. This option grant was fully vested as of the grant date; original grant date was 04/02/07.

17. This option grant was fully vested as of the grant date; original grant date was 07/02/07.

18. This option grant was fully vested as of the grant date; original grant date was 10/01/07.

19. This option grant was fully vested as of the grant date; original grant date was 01/02/08.

20. This option grant was fully vested as of the grant date; original grant date was 04/01/08.

21. This option grant was fully vested as of the grant date; original grant date was 07/01/08.

22. This option grant was fully vested as of the grant date; original grant date was 10/01/08.

23. This option grant was fully vested as of the grant date; original grant date was 07/01/09.

24. This option grant was fully vested as of the grant date; original grant date was 10/01/09.

25. This option grant was fully vested as of the grant date; original grant date was 01/04/10.

Remarks:

	/s/ Monica R. Logan, as Attorney-in-Fact for John J. Huntz Jr.	11/05/2012
	** 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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