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*
Whitcomb Wayne

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

(Street)
BURLINGTON MA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
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 113,333 (1) D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Nonstatutory Stock Option (right to purchase) (2) 09/17/2017 Common Stock 53,333 (6) 0.93 (6) D
Nonstatutory Stock Option (right to purchase) (3) 09/29/2019 Common Stock 50,000 (6) 1.29 (6) D
Nonstatutory Stock Option (right to purchase) (4) 06/03/2020 Common Stock 33,333 (6) 1.47 (6) D
Nonstatutory Stock Option (right to purchase) (5) 02/21/2021 Common Stock 33,333 (6) 3.39 (6) 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 April 13, 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 March 26, 2011, and vests and becomes exercisable as to 1/48 of the shares subject to this option at the end of each month thereafter.
5. This option vests and becomes exercisable as to 25% of the shares subject to this option on February 21, 2012 and as to 1/48 of the shares subject to this option at the end of each month thereafter.
6. 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/ Wayne R. Whitcomb 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.
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