TERADATA CORP /DE/ — Major Shareholding Notification 2010

Feb 16, 2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response.........................................10.4

SCHEDULE 13G (Amendment No. 2)

Under the Securities Exchange Act of 1934

Teradata Corporation

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

88076W103

(CUSIP Number)

December 31, 2009

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

ý Rule 13d-1(c)

¨ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 88076W103 13G Page 2 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Samana Capital,
L.P. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |

| NUMBER OF SHARES | 5 | SOLE
VOTING POWER 0 |
| --- | --- | --- |
| BENEFICIALLY OWNED BY | 6 | SHARED
VOTING POWER 5,372,574 |
| EACH REPORTING | 7 | SOLE
DISPOSITIVE POWER 0 |
| PERSON WITH | 8 | SHARED
DISPOSITIVE POWER 5,372,574 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,372,574 |
| --- | --- |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.1% |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) PN |

CUSIP No. 88076W103 13G Page 3 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Morton Holdings,
Inc. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |

| NUMBER OF SHARES | 5 | SOLE
VOTING POWER 0 |
| --- | --- | --- |
| BENEFICIALLY OWNED BY | 6 | SHARED
VOTING POWER 9,090,788 |
| EACH REPORTING | 7 | SOLE
DISPOSITIVE POWER 0 |
| PERSON WITH | 8 | SHARED
DISPOSITIVE POWER 9,090,788 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,090,788 |
| --- | --- |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO |

CUSIP No. 88076W103 13G Page 4 of 9 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Philip B.
Korsant | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States
of America | |

| NUMBER OF SHARES | 5 | SOLE
VOTING POWER 0 |
| --- | --- | --- |
| BENEFICIALLY OWNED BY | 6 | SHARED
VOTING POWER 9,090,788 |
| EACH REPORTING | 7 | SOLE
DISPOSITIVE POWER 0 |
| PERSON WITH | 8 | SHARED
DISPOSITIVE POWER 9,090,788 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,090,788 |
| --- | --- |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN |

Item 1. (a) Name of Issuer

Teradata Corporation

Item 1. (b) Address of Issuer’s Principal Executive Offices

2835 Miami Village Drive

Miamisburg, OH 45342

Item 2. (a) Name of Person Filing

This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

(i) Samana Capital, L.P. (“SC”)

(ii) Morton Holdings, Inc. (“MH”); and

(iii) Philip B. Korsant.

• Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.

Item 2. (b) Address of Principal Business Office or, if None, Residence

Samana Capital, L.P.

283 Greenwich Avenue

Greenwich, CT 06830

Morton Holdings, Inc.

283 Greenwich Avenue

Greenwich, CT 06830

Philip B. Korsant

283 Greenwich Avenue

Greenwich, CT 06830

Item 2. (c) Citizenship

See Item 4 of the attached cover pages.

Item 2. (d) Title of Class of Securities

Common Stock, par value $.01 per share (the “Common Stock”)

Item 2. (e) CUSIP Number

88076W103

Item 3.

Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c).

Item 4. Ownership

| (a) | Amount beneficially
owned: | |
| --- | --- | --- |
| | See
Item 9 of the attached cover pages. | |
| (b) | Percent
of class: | |
| | See
Item 11 of the attached cover pages. | |
| (c) | Number
of shares as to which such person has: | |
| | (i) | Sole
power to vote or to direct the vote: |
| | | See
Item 5 of the attached cover pages. |
| | (ii) | Shared
power to vote or to direct the vote: |
| | | See
Item 6 of the attached cover pages. |
| | (iii) | Sole
power to dispose or to direct the disposition: |
| | | See
Item 7 of the attached cover pages. |
| | (iv) | Shared
power to dispose or to direct the disposition: |
| | | See
Item 8 of the attached cover
pages. |

Partnerships of which MH is the general partner, including SC, are the owners of record of the Common Stock reported herein. Each of MH and Philip B. Korsant may be deemed to beneficially own the Common Stock reported herein as a result of the direct or indirect power to vote or dispose of such stock.

Item 5. Ownership of Five Percent or Less of a Class

Item 5 is hereby amended and restated in its entirety as follows:

SC has ceased to be the beneficial owner of more than five percent of the Common Stock.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2010

| SAMANA
CAPITAL, L.P. | |
| --- | --- |
| By:
Morton Holdings, Inc., its general partner | |
| By: | /s/ DAVID
GRAY |
| | Name:
David Gray |
| | Title:
Vice President |

| MORTON
HOLDINGS, INC. | |
| --- | --- |
| By: | /s/ DAVID
GRAY |
| | Name:
David Gray |
| | Title:
Vice President |

| /s/
PHILIP B. KORSANT |
| --- |
| Philip
B. Korsant |

EXHIBIT A

The undersigned, Samana Capital, L.P., a Delaware limited partnership, Morton Holdings, Inc., a Delaware corporation, and Philip B. Korsant, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Dated: February 16, 2010

| SAMANA
CAPITAL, L.P. | |
| --- | --- |
| By:
Morton Holdings, Inc., its general partner | |
| By: | /s/ DAVID
GRAY |
| | Name:
David Gray |
| | Title:
Vice President |

| MORTON
HOLDINGS, INC. | |
| --- | --- |
| By: | /s/ DAVID
GRAY |
| | Name:
David Gray |
| | Title:
Vice President |

| /s/
PHILIP B. KORSANT |
| --- |
| Philip
B. Korsant |