Sec Form 4 Filing - Capel Eddie @ MANHATTAN ASSOCIATES INC - 2012-08-30

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

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1. Name and Address of Reporting Person Capel Eddie 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) President & COO (Last) (First) (Middle) 2300 WINDY RIDGE PARKWAY, TENTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2012 (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 08/30/2012 M 1,425 A $ 27.77 46,952 D Common Stock 08/30/2012 S 1,425 D $ 50.25 45,527 D Common Stock 08/30/2012 M 27,000 A $ 30.16 72,527 D Common Stock 08/30/2012 S 27,000 D $ 50.2823 ( 1 ) 45,527 D Common Stock 08/30/2012 M 7,500 A $ 25.75 53,027 D Common Stock 08/30/2012 S 7,500 D $ 30.3392 ( 2 ) 45,527 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 (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) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option $ 27.77 08/30/2012 M 1,425 ( 3 ) 12/16/2013 Common Stock 1,425 $ 0 0 D Employee Stock Option $ 30.16 08/30/2012 M 27,000 ( 4 ) 01/04/2014 Common Stock 27,000 $ 0 0 D Employee Stock Option $ 25.75 08/30/2012 M 7,500 ( 5 ) 01/02/2015 Common Stock 7,500 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Capel Eddie 2300 WINDY RIDGE PARKWAY TENTH FLOOR ATLANTA, GA30339 President & COO Signatures /s/ Monica R. Logan, as Attorney-in-Fact for Eddie Capel 09/04/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )$50.2823 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $50.2500 to $50.3100. 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. ( 2 )$50.3392 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $50.3100 to $50.4200. 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 )This option grant vested 25% per year for four years until accelerated in December 2005; original grant date was 12/16/03. ( 4 )This option grant vested 25% per year for four years; original grant date was 01/04/07. ( 5 )This option grant vested 25% per year for four years; original grant date was 01/02/08.

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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