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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Demandware Inc [ DWRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/31/2013 | J(1) | 966,871 | D | $0.00 | 2,900,615(3) | D | |||
Common Stock | 01/31/2013 | J(2) | 473,902 | D | $0.00 | 1,421,706(4) | D | |||
Common Stock | 48,658 | D(5) | ||||||||
Common Stock | 38,055 | D(6) | ||||||||
Common Stock | 6,543 | I | By Family Trust(7) | |||||||
Common Stock | 2,343 | I | By Family Trust(7) | |||||||
Common Stock | 2,343 | I | By Family Trust(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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 | 02/01/2013 | |
** 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). | ||
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. |