Statement of Changes of Beneficial Ownership


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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DUTKOWSKY ROBERT 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
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

5350 TECH DATA DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/22/2011
(Street)

CLEARWATER, FL 33760
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/22/2011   (1)   A    47141   A $0   195500   D    
Common Stock   3/23/2011     M    26119   (2) A $21.13   221619   D    
Common Stock   3/23/2011     D    18681   D $48.79   202938   D    
Common Stock   3/23/2011     F    3045   (3) D $48.49   199893   D    
Common Stock   3/23/2011     F    720   (3) D $48.49   199173   (4) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Appreciation Rights   $21.13   3/23/2011     M         26119   (2)   3/23/2011   (5) 3/23/2019   Common Stock   26119   $0   52238   D    

Explanation of Responses:
( 1)  Restricted stock unit grant which represents a contingent right to receive one share of Tech Data Corporation common stock for each vested unit. The restricted stock units vest 25% on the 1st and 2nd grant date anniversaries and 50% on the 3rd grant date anniversary.
( 2)  The market value of Tech Data stock reached $41.13 per share after the vesting period, attaining the award's $20 maximum cap per share, therefore, in accordance with the grant agreement, the vested shares were automatically exercised. The net shares received represent the maximum value less any tax liability.
( 3)  Withholding of shares for payment of tax liability on settlement of units.
( 4)  Table I (column 5) - 72,754 shares held direct; 126,419 unvested RSU's.
( 5)  Maximum value stock-settled stock appreciation right ("MVSSAR") granted on 03/23/09 at $21.13 under the Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation, as amended of which 25% is exercisable on 3/23/10 and on each subsequent anniversary. Each MVSSAR is granted with a predetermined cap on the exercise spread.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DUTKOWSKY ROBERT M
5350 TECH DATA DRIVE
CLEARWATER, FL 33760
X
Chief Executive Officer

Signatures
By: Arleen Quinones For: Robert M. Dutkowsky 3/24/2011
** 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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