SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
PETERS JOHN ERIC

(Last) (First) (Middle)
2300 WINDY RIDGE PARKWAY
SUITE 700

(Street)
ATLANTA GA 30339

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2004
3. Issuer Name and Ticker or Trading Symbol
MANHATTAN ASSOCIATES INC [ MANH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP-Strategy&Bus.Development
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock (right to buy) (1) 03/11/2012 Common Stock 86,405 36.77 D
Common Stock (right to buy) (2) 03/11/2012 Common Stock 13,595 36.77 D
Common Stock (right to buy) (3) 07/22/2012 Common Stock 1,999 18.85 D
Common Stock (right to buy) (4) 07/22/2012 Common Stock 1 18.85 D
Common Stock (right to buy) (5) 09/06/2012 Common Stock 7,497 19.54 D
Common Stock (right to buy) (6) 09/06/2012 Common Stock 4 19.54 D
Common Stock (right to buy) (7) 10/11/2012 Common Stock 7,500 13.86 D
Common Stock (right to buy) (8) 12/27/2012 Common Stock 8,000 24.7 D
Common Stock (right to buy) (9) 06/06/2013 Common Stock 25,000 28.06 D
Common Stock (right to buy) (10) 12/16/2013 Common Stock 50,000 27.77 D
Explanation of Responses:
1. The reporting person's stock option is currently exercisable as to 17,281 shares of common stock; exercisable as to 34,562 shares on 3/11/04; exercisable as to 51,843 shares on 3/11/05; exercisable as to 69,124 shares on 3/11/06; and exercisable as to 86,405 shares on 3/11/07.
2. The reporting person's stock option is currently exercisable as to 2,719 shares of common stock; exercisable as to 5,438 shares on 3/11/04; exercisable as to 8,157 shares on 3/11/05; exercisable as to 10,876 shares on 3/11/06; and exercisable as to 13,595 shares on 3/11/07.
3. The reporting person's stock option is exercisable as to 1,999 shares of common stock on 7/22/07.
4. The reporting person's stock option is exercisable as to 1 share of common stock on 7/22/07.
5. Taking in to account prior transactions, the reporting person's stock option is exercisable as to 2,499 shares of common stock on 9/06/04; exercisable as to 4,998 shares on 9/06/05; and exercisable as to 7,497 shares on 9/06/06.
6. The reporting person's stock option is currently exercisable as to 1 share of common stock; exercisable as to 2 shares on 9/06/04; exercisable as to 3 shareson 9/06/05; and exercisable as to 4 shares on 9/06/06.
7. Taking in to account prior transactions, the reporting person's stock option is exercisable as to 2,500 shares of common stock on 10/11/04; exercisable as to 5,000 shares on 10/11/05; and exercisable as to 7,500 shares on 10/11/06.
8. The reporting person's stock option is currently exercisable as to 2,000 shares of common stock; exercisable as to 4,000 shares on 12/27/04; exercisable as to 6,000 shares on 12/27/05; and exercisable as to 8,000 shares on 12/27/06.
9. The reporting person's stock option is exercisable as to 6,250 shares of common stock on 6/06/04; exercisable as to 12,500 shares on 6/06/05; exercisable as to 18,750 shares on 6/06/06; and exercisable as to 25,000 shares on 6/06/07.
10. The reporting person's stock option is exercisable as to 12,500 shares of common stock on 12/16/04; exercisable as to 25,000 shares on 12/16/05; exercisable as to 37,500 shares on 12/16/06; and exercisable as to 50,000 shares on 12/16/07.
/s/ Larry W. Shackelford, Esq. Attorney-in-Fact for J. Eric Peters 02/02/2004
** 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 5 (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.
                           MANHATTAN ASSOCIATES, INC.

                               POWER OF ATTORNEY
                        For Executing Forms 3, 4, and 5

         Know all by these presents, that the undersigned hereby constitutes
and appoints each of Edward Quibell, David K. Dabbiere, John C. Yates, Larry W.
Shackelford and/or John A. Earles, signing singly, his true and lawful
attorney-in-fact to:

         1.       execute for and on behalf of the undersigned Forms 3, 4, and
                  5 in accordance with Section 16(a) of the Securities Exchange
                  Act of 1934 and the rules thereunder;

         2.       do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  the execution of any such Forms 3, 4, or 5 and the timely
                  filing of such form with the United States Securities and
                  Exchange Commission and any other authority; and

         3.       take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned, it being
                  understood that the documents executed by such
                  attorney-in-fact on behalf of the undersigned pursuant to
                  this Power of Attorney shall be in such form and shall
                  contain such terms and conditions as such attorney-in-fact
                  may approve in his/her discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or substitutes, hereby ratifying and confirming all acts and
things that such attorney-in-fact shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of January, 2004.


                                        /s/ John Eric Peters
                                        ---------------------------------------
                                        John Eric Peters