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*
KOEHLER MICHAEL

(Last) (First) (Middle)
1700 S. PATTERSON BOULEVARD

(Street)
DAYTON OH 45479

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TERADATA CORP /DE/ [ TDC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2007
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)
Code V Amount (A) or (D) Price
Common Stock 10/01/2007 A 107,833 A $0(1) 126,771(2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $27.98 10/01/2007 A 228,386 (3) 10/01/2017 Common Stock 228,386 $0(4) 228,386 D
Employee Stock Option $7.37 10/01/2007 A 10,515 (5) 08/04/2013 Common Stock 10,515 $0(6) 10,515 D
Employee Stock Option $12.21 10/01/2007 A 18,552 (5) 03/01/2014 Common Stock 18,552 $0(7) 18,552 D
Employee Stock Option $21.01 10/01/2007 A 29,031 (12) 03/01/2015 Common Stock 29,031 $0(8) 29,031 D
Employee Stock Option $20.84 10/01/2007 A 38,722 (13) 02/13/2016 Common Stock 38,722 $0(9) 38,722 D
Employee Stock Option $24.87 10/01/2007 A 36,776 (10) 03/01/2017 Common Stock 36,776 $0(11) 36,776 D
Explanation of Responses:
1. These shares of time-based restricted stock were granted by the issuer in substitution of 58,123 shares of time-based restricted stock of NCR Corporation ("NCR") in connection with the spin-off of the issuer by NCR (the "Spin-Off") pursuant to which, on September 30, 2007, NCR distributed one share of the issuer's common stock for every one share of NCR common stock held as of the close of business on September 14, 2007.
2. Includes shares of common stock acquired as a result of the distribution of issuer common stock in connection with the Spin-Off.
3. This option vests in four equal annual installments beginning on October 1, 2008.
4. Stock option granted in connection with the Spin-Off.
5. This option is fully exercisable.
6. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 5,668 shares of common stock of NCR Corporation at an exercise price of $13.67.
7. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 10,000 shares of common stock of NCR Corporation at an exercise price of $22.65.
8. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 15,648 shares of common stock of NCR Corporation at an exercise price of $38.97.
9. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 20,872 shares of common stock of NCR Corporation at an exercise price of $38.645.
10. This option vests in four equal annual installments beginning on March 1, 2008.
11. In connection with the Spin-Off, this option was granted by the issuer in substitution of an option to purchase 19,823 shares of common stock of NCR Corporation at an exercise price of $46.13.
12. This option vests in four equal annual installments beginning on March 1, 2006.
13. This option vests in four equal annual installments beginning on February 13, 2007.
/s/ Margaret A. Treese, Attorney-in-fact for Michael Koehler 10/03/2007
** 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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