Sec Form 4 Filing - MITCHELL JEFFREY S @ MANHATTAN ASSOCIATES INC - 2012-02-03

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
MITCHELL JEFFREY S
2. Issuer Name and Ticker or Trading Symbol
MANHATTAN ASSOCIATES INC [ MANH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec. VP--Americas Operations
(Last) (First) (Middle)
2300 WINDY RIDGE PARKWAY, TENTH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2012
(Street)
ATLANTA, GA30339
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 02/03/2012 M 50,000 A $ 25.75 104,562 D
Common Stock 02/03/2012 M 12,500 A $ 15.53 117,062 D
Common Stock 02/03/2012 S 62,500 D $ 46.2841 ( 1 ) 54,562 D
Date Exercisable
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Expiration Date Title Amount or Number of Shares
Employee Stock Option $ 25.75 02/03/2012 M 50,000 ( 2 ) 01/02/2015 Common Stock 50,000 $ 0 0 D
Employee Stock Option $ 15.53 02/03/2012 M 12,500 ( 3 ) 01/19/2016 Common Stock 12,500 $ 0 37,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MITCHELL JEFFREY S
2300 WINDY RIDGE PARKWAY
TENTH FLOOR
ATLANTA, GA30339
Exec. VP--Americas Operations
Signatures
/s/ Monica R. Logan, as Attorney-in-Fact for Jeffery S. Mitchell 02/06/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )$46.2841 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $46.0000 to $46.6300. 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 )This option vested 25% per year for 4 years; original grant dated was 01/02/08.
( 3 )This option vested 25% per year for 4 years; original grant dated was 01/19/09.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.