|Issuer:||MANDIANT, INC. (MNDT)|
|Original Submission Date:|
WATTERS JOHN P.
C/O MANDIANT, INC.
601 MCCARTHY BLVD. MILPITAS, CA 95035
|Title of Security||Transaction Date||2a. Deemed Execution Date||Transaction Code||Shares||Acquired or Disposed||Price per share||5. Amount of Securities Beneficially Owned Following Reported Transaction||6. Ownership Form Direct or Indirect||Nature of Indirect Ownership|
|Title of Derivative Security||Conversion or Exercise Price of Derivative Security||Transaction Date||Deemed Execution Date||Transaction Code||Number of Derivative Securities Acquired (A) or Disposed of (D)||Date Exercisable||Expiration Date||Title and Amount of Securities Underlying Derivative Security||Price of Derivative Security||Number of derivative Securities Beneficially Owned Following Reported Transaction(s)||Ownership Form: Direct (D) or Indirect (I)||Nature of Indirect Beneficial Ownership|
|f1||the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $16.50 to $16.60, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1).|
|f2||shares held of record by jpw advisory, inc., for which the reporting person serves as the sole officer and director.|
|f3||shares held of record by dorset investment partners, ltd., a family limited partnership of which the reporting person and his spouse are general partners. the reporting person disclaims beneficial ownership of all shares held by the family limited partnership, except to the extent of his pecuniary interest therein.|