Sec Form 4 Filing - UPTON DAVID M @ TECH DATA CORP - 2012-06-01

Insider filing report for Changes in Beneficial Ownership
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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
UPTON DAVID M
2. Issuer Name and Ticker or Trading Symbol
TECH DATA CORP [ TECD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
TECH DATA CORPORATION, 5350 TECH DATA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2012
(Street)
CLEARWATER, FL33760
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 06/01/2012 M 2,130 A $ 40.36 18,733 D
Common Stock 06/01/2012 M 134 A $ 40.36 18,867 D
Common Stock 06/01/2012 M 236 A $ 40.36 19,103 D
Common Stock 06/01/2012 S 530 D $ 47.34 18,573 D
Common Stock 06/01/2012 S 600 D $ 47.35 17,973 D
Common Stock 06/01/2012 S 1,000 D $ 47.36 16,973 D
Common Stock 06/01/2012 S 134 D $ 47.35 16,839 ( 1 ) 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
Non-qualified Stock Option (Right to Buy) $ 40.36 06/01/2012 M 2,130 06/04/2003( 2 ) 06/04/2012 Common Stock 2,130 $ 0 370 D
Non-qualified Stock Option (Right to Buy) $ 40.36 06/01/2012 M 134 06/04/2003( 2 ) 06/04/2012 Common Stock 134 $ 0 236 D
Non-qualified Stock Option (Right to Buy) $ 40.36 06/01/2012 M 236 06/04/2003( 2 ) 06/04/2012 Common Stock 236 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
UPTON DAVID M
TECH DATA CORPORATION
5350 TECH DATA DRIVE
CLEARWATER, FL33760
X
Signatures
By: Arleen Quinones For: David M. Upton 06/04/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Direct: 14,860, unvested RSUs: 1,979.
( 2 )Option covering shares granted on 6/4/2002 at $40.36 under the Tech Data Corporation 1995 Non-Employee Directors Non-Statutory Stock Option Plan which is 100% exercisable on 6/04/2003.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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