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*
Skok Michael J

(Last) (First) (Middle)
C/O DEMANDWARE, INC.
5 WALL STREET

(Street)
BURLINGTON MA 01803

(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)
X 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)
X Form filed by One Reporting Person
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) I By North Bridge Venture Partners V-A, L.P.
Common Stock 03/20/2012 C 2,369,510 (6) A $0.00 2,369,510 (6) I By North Bridge Venture Partners V-B, L.P.
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 (1) (5) Common Stock 877,994 (6) $0.00 0 I By North Bridge Venture Partners V-A, L.P.
Series A Convertible Preferred Stock (1) 03/20/2012 C 1,291,019 (1) (5) Common Stock 430,340 (6) $0.00 0 I By North Bridge Venture Partners V-B, L.P.
Series B Convertible Preferred Stock (2) 03/20/2012 C 2,619,490 (2) (5) Common Stock 873,163 (6) $0.00 0 I By North Bridge Venture Partners V-A, L.P.
Series B Convertible Preferred Stock (2) 03/20/2012 C 1,283,916 (2) (5) Common Stock 427,972 (6) $0.00 0 I By North Bridge Venture Partners V-B, L.P.
Series C Convertible Preferred Stock (3) 03/20/2012 C 4,493,755 (3) (5) Common Stock 1,497,918 (6) $0.00 0 I By North Bridge Venture Partners V-A, L.P.
Series C Convertible Preferred Stock (3) 03/20/2012 C 2,202,568 (3) (5) Common Stock 734,189 (6) $0.00 0 I By North Bridge Venture Partners V-B, L.P.
Series D Convertible Preferred Stock (4) 03/20/2012 C 4,755,847 (4) (5) Common Stock 1,585,282 (6) $0.00 0 I By North Bridge Venture Partners V-A, L.P.
Series D Convertible Preferred Stock (4) 03/20/2012 C 2,331,029 (4) (5) Common Stock 777,009 (6) $0.00 0 I By North Bridge Venture Partners V-B, L.P.
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. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
/s/ Sheila M. Flaherty, Attorney-in-Fact 03/20/2012
** Signature of Reporting Person Date
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