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)
09/18/2012
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 09/18/2012 J (1) 966,871 D $0.00 3,867,486 (3) D
Common Stock 09/18/2012 J (2) 473,902 D $0.00 1,895,608 (4) D
Common Stock 3,638 D (5)
Common Stock 2,845 D (6)
Common Stock 489 I By Angel Trust (7)
Common Stock 176 I By Georgianna Cabot Anderson Trust (7)
Common Stock 176 I By Noelle Cabot Anderson Trust (7)
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
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 NORTHBRIDGE 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 NORTHBRIDGE 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 NORTHBRIDGE 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 NORTHBRIDGE 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 NORTHBRIDGE VENTURE PARTNERS
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
Explanation of Responses:
1. This transaction reported on this Form 4 represents a pro rata distribution, and not a purchase or sale of securities, by North Bridge Venture Partners V-A, L.P. to its general and limited partners without consideration.
2. This transaction reported on this Form 4 represents a pro rata distribution, and not a purchase or sale of securities, by North Bridge Venture Partners V-B, L.P. to its general and limited partners without consideration.
3. Represents securities still 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.
4. 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.
5. Represents shares held of record by Mr. Anderson received in connection with the pro rata distribution from North Bridge Venture Partners V-A, L.P. referenced in footnote 1 above and the pro rata distribution from North Bridge Venture Partners V-B, L.P. referenced in footnote 2 above.
6. Represents shares held of record by Mr. D'Amore received in connection with the pro rata distribution from North Bridge Venture Partners V-A, L.P. referenced in footnote 1 above and the pro rata distribution from North Bridge Venture Partners V-B, L.P. referenced in footnote 2 above.
7. Represents shares held of record by a trust for the benefit of certain of Mr. Anderson's immediate family members which were received in connection with the pro rata distribution from North Bridge Venture Partners V-A, L.P. referenced in footnote 1 above and the pro rata distribution from North Bridge Venture Partners V-B, L.P. referenced in footnote 2 above. Mr. Anderson's immediate family member is the trustee of the trust. Mr. Anderson disclaims beneficial ownership of these shares, and the filing of this report is not an admission that Mr. Anderson is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
/s/ Sheila M. Flaherty, Attorney-in-Fact 09/20/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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