SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NBVM GP, LLC

(Last) (First) (Middle)
C/O NORTH BRIDGE VENTURE PARTNERS
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Demandware Inc [ DWRE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/20/2012 C 4,834,357 (6) A $0.00 4,834,357 (6) D
Common Stock 03/20/2012 C 2,369,510 (7) A $0.00 2,369,510 (7) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Series A Convertible Preferred Stock (1) 03/20/2012 C 2,633,981 (6) (1) (5) Common Stock 877,994 (6) $0.00 0 D
Series A Convertible Preferred Stock (1) 03/20/2012 C 1,291,019 (7) (1) (5) Common Stock 430,340 (7) $0.00 0 D
Series B Convertible Preferred Stock (2) 03/20/2012 C 2,619,490 (6) (2) (5) Common Stock 873,163 (6) $0.00 0 D
Series B Convertible Preferred Stock (2) 03/20/2012 C 1,283,916 (7) (2) (5) Common Stock 427,972 (7) $0.00 0 D
Series C Convertible Preferred Stock (3) 03/20/2012 C 4,493,755 (6) (3) (5) Common Stock 1,497,918 (6) $0.00 0 D
Series C Convertible Preferred Stock (3) 03/20/2012 C 2,202,568 (7) (3) (5) Common Stock 734,189 (7) $0.00 0 D
Series D Convertible Preferred Stock (4) 03/20/2012 C 4,755,847 (6) (4) (5) Common Stock 1,585,282 (6) $0.00 0 D
Series D Convertible Preferred Stock (4) 03/20/2012 C 2,331,029 (7) (4) (5) Common Stock 777,009 (7) $0.00 0 D
1. Name and Address of Reporting Person*
NBVM GP, LLC

(Last) (First) (Middle)
C/O NORTH BRIDGE VENTURE PARTNERS
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NORTH BRIDGE VENTURE PARTNERS V A LP

(Last) (First) (Middle)
C/O NORTH BRIDGE VENTURE PARTNERS
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NORTH BRIDGE VENTURE PARTNERS V-B LP

(Last) (First) (Middle)
C/O NORTH BRIDGE VENTURE PARTNERS
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Bridge Venture Management V, L.P.

(Last) (First) (Middle)
C/O NORTH BRIDGE VENTURE PARTNERS
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ANDERSON EDWARD T

(Last) (First) (Middle)
C/O NORTH BRIDGE VENTURE PARTNERS
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DAMORE RICHARD A

(Last) (First) (Middle)
C/O NORTH BRIDGE VENTURE PARTNERS
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series A Convertible Preferred Stock converted into 0.33 shares of common stock upon the closing of Demandware, Inc.'s initial public offering of common stock, which reflects a 1-for-3 reverse stock split of the common stock of Demandware, Inc., which became effective on March 1, 2012.
2. Each share of Series B Convertible Preferred Stock converted into 0.33 shares of common stock upon the closing of Demandware, Inc.'s initial public offering of common stock, which reflects a 1-for-3 reverse stock split of the common stock of Demandware, Inc., which became effective on March 1, 2012.
3. Each share of Series C Convertible Preferred Stock converted into 0.33 shares of common stock upon the closing of Demandware, Inc.'s initial public offering of common stock, which reflects a 1-for-3 reverse stock split of the common stock of Demandware, Inc., which became effective on March 1, 2012.
4. Each share of Series D Convertible Preferred Stock converted into 0.33 shares of common stock upon the closing of Demandware, Inc.'s initial public offering of common stock, which reflects a 1-for-3 reverse stock split of the common stock of Demandware, Inc., which became effective on March 1, 2012.
5. Not applicable.
6. Represents securities held of record by North Bridge Venture Partners V-A, L.P., or NBVP V-A. North Bridge Venture Management V, L.P., or NBVM V, is the sole General Partner of NBVP V-A. NBVM GP, LLC, the General Partner of NBVM V, has ultimate voting and dispositive power over the shares held of record by NBVP V-A. Shared voting and dispositive power of such shares is vested in Edward T. Anderson and Richard A. D'Amore.
7. Represents securities held of record by North Bridge Venture Partners V-B, L.P., or NBVP V-B. North Bridge Venture Management V, L.P., or NBVM V, is the sole General Partner of NBVP V-B. NBVM GP, LLC, the General Partner of NBVM V, has ultimate voting and dispositive power over the shares held of record by NBVP V-B. Shared voting and dispositive power of such shares is vested in Edward T. Anderson and Richard A. D'Amore.
/s/ Sheila M. Flaherty, Attorney-in-Fact 03/20/2012
** Signature of Reporting Person Date
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