Edgar Filing: SINISGALLI PETER F

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SINISGALLI PETER F

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
__X__ Officer (give title below)	_____ Other (specify below)
CEO

(Last)

(First)

(Middle)

2300 WINDY RIDGE PARKWAY, SUITE 700

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2012

(Street)

ATLANTA, GA 30339

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	10/25/2012		M		3,750	A	$ 15.53	56,148	D
Common Stock	10/25/2012		S		3,750	D	$ 61.3638 ⁽¹⁾	52,398	D
Common Stock	10/26/2012		F		369	D	$ 61.14	52,029	D
Common Stock	10/27/2012		F		464	D	$ 61.14	51,565	D
Common Stock	10/27/2012		A		1,091	A ⁽²⁾	$ 61.14	52,656	D
Common Stock	10/27/2012		F		464	D	$ 61.14	52,192	D
Common Stock	10/28/2012		F		598	D	$ 61.14	51,594	D
Common Stock	10/28/2012		A		1,407	A ⁽³⁾	$ 61.14	53,001	D
Common Stock	10/28/2012		F		598	D	$ 61.14	52,403	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option

$ 15.53

10/25/2012

3,750

⁽⁴⁾

01/19/2016

Common Stock

3,750

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SINISGALLI PETER F 2300 WINDY RIDGE PARKWAY SUITE 700 ATLANTA, GA 30339	X		CEO

Signatures

/s/ Monica R. Logan, as Attorney-in-Fact for Peter F. Sinisgalli		10/29/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	$61.3638 is the weighted average sale price for the transactions reported in this line item. These transactions were consummated at prices ranging from $61.2500 to $61.5300. 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)	These are performance based stock grants under the Company's stock incentive plan, which were granted on January 27, 2011 and vested on October 27, 2012.
(3)	These are performance based stock grants under the Company's stock incentive plan, which were granted on January 28, 2010 and vested on October 28, 2012.
(4)	This option grant vested 6.25% quarterly until fully vested; original grant date was 01/19/09.

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