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^*

Ebling Thomas D

(Last)

(First)

(Middle)

C/O DEMANDWARE, INC.

5 WALL STREET

(Street)

BURLINGTON

01803

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2012

3. Issuer Name and Ticker or Trading Symbol
Demandware Inc [ DWRE ]

4. 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

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)
Common Stock	462,055⁽¹⁾	D
Common Stock	200,000⁽¹⁾	I	By Spouse

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Nonstatutory Stock Option (right to purchase)	⁽²⁾	12/04/2019	Common Stock	34,000⁽⁵⁾	$1.29⁽⁵⁾	D
Nonstatutory Stock Option (right to purchase)	⁽³⁾	02/11/2020	Common Stock	710,164⁽⁵⁾	$1.29⁽⁵⁾	D
Nonstatutory Stock Option (right to purchase)	⁽³⁾	02/11/2020	Common Stock	155,039⁽⁵⁾	$1.29⁽⁵⁾	D
Nonstatutory Stock Option (right to purchase)	⁽⁴⁾	06/03/2020	Common Stock	76,039⁽⁵⁾	$1.47⁽⁵⁾	D

Explanation of Responses:

1. Reflects a 1-for-3 reverse stock split of the Issuer's common stock, which was effected on March 1, 2012.

2. This option is fully vested and exercisable.

3. This option vested and became exercisable as to 25% of the shares subject to this option on December 31, 2010, and vests and becomes exercisable as to 1/48 of the shares subject to this option at the end of each month thereafter.

4. This option vested and became exercisable as to 25% of the shares subject to this option on December 31, 2010, and vests and becomes exercisable as to 1/48 of the shares subject to this option at the end of each month thereafter.

5. Reflects a 1-for-3 reverse stock split of the Issuer's common stock, which was effected on March 1, 2012, pursuant to which (i) the number of shares of common stock underlying this option was divided by three and (ii) the exercise price of this option was multiplied by three.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Thomas D. Ebling	03/14/2012
	** 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.