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
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Schambach Stephan

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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 1,600,000 (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
Series A Convertible Preferred Stock (2) (6) Common Stock 447,720 (2) (2) D
Series B Convertible Preferred Stock (3) (6) Common Stock 514,402 (3) (3) D
Series C Convertible Preferred Stock (4) (6) Common Stock 924,104 (4) (4) D
Series D Convertible Preferred Stock (5) (6) Common Stock 920,324 (5) (5) 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. Each share of Series A Convertible Preferred Stock will automatically convert into 0.33 of a share of common stock upon the closing of the Issuer's initial public offering of common stock, which reflects a 1-for-3 reverse stock split of the Issuer's common stock, which was effected on March 1, 2012.
3. Each share of Series B Convertible Preferred Stock will automatically convert into 0.33 of a share of common stock upon the closing of the Issuer's initial public offering of common stock, which reflects a 1-for-3 reverse stock split of the Issuer's common stock, which was effected on March 1, 2012.
4. Each share of Series C Convertible Preferred Stock will automatically convert into 0.33 of a share of common stock upon the closing of the Issuer's initial public offering of common stock, which reflects a 1-for-3 reverse stock split of the Issuer's common stock, which was effected on March 1, 2012.
5. Each share of Series D Convertible Preferred Stock will automatically convert into 0.33 of a share of common stock upon the closing of the Issuer's initial public offering of common stock, which reflects a 1-for-3 reverse stock split of the Issuer's common stock, which was effected on March 1, 2012.
6. Not applicable.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Stephan Schambach 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.
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.