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*
GENERAL CATALYST GROUP IV LP

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD, SUITE 450

(Street)
CAMBRIDGE MA 02138

(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 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)
Form filed by One Reporting Person
X 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)
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 (1) (5) Common Stock 45,684 (1) (6) (1) I See footnote (6)
Series A Convertible Preferred Stock (1) (5) Common Stock 1,262,649 (1) (7) (1) I See footnote (7)
Series B Convertible Preferred Stock (2) (5) Common Stock 45,432 (2) (6) (2) I See footnote (6)
Series B Convertible Preferred Stock (2) (5) Common Stock 1,255,703 (2) (7) (2) I See footnote (7)
Series C Convertible Preferred Stock (3) (5) Common Stock 77,940 (3) (6) (3) I See footnote (6)
Series C Convertible Preferred Stock (3) (5) Common Stock 2,154,167 (3) (7) (3) I See footnote (7)
Series D Convertible Preferred Stock (4) (5) Common Stock 61,057 (4) (8) (4) I See footnote (8)
Series D Convertible Preferred Stock (4) (5) Common Stock 2,301,234 (4) (9) (4) D
1. Name and Address of Reporting Person*
GENERAL CATALYST GROUP IV LP

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD, SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
1. Name and Address of Reporting Person*
General Catalyst GP IV, LLC

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD, SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GC ENTREPRENEURS FUND IV L P

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD, 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
1. Name and Address of Reporting Person*
General Catalyst Partners IV, L.P.

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD, SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series A Convertible Preferred Stock will automatically convert into 0.33 shares 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.
2. Each share of Series B Convertible Preferred Stock will automatically convert into 0.33 shares 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 C Convertible Preferred Stock will automatically convert into 0.33 shares 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 D Convertible Preferred Stock will automatically convert into 0.33 shares 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. Not applicable.
6. Represents securities held of record by GC Entrepreneurs Fund III, L.P. ("GCEF III"). General Catalyst GP III, LLC is the general partner of General Catalyst Partners III, L.P., which is the general partner of GCEF III. Each of David P. Fialkow, David J. Orfao, John G. Simon and Joel E. Cutler is a Managing Director of General Catalyst GP III, LLC and may be deemed to share voting and investment power over the shares held of record by GCEF III. Each of David Fialkow, David J. Orfao, John G. Simon and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.
7. Represents securities held of record by General Catalyst Group III, L.P. ("GCG III"). General Catalyst GP III, LLC is the general partner of General Catalyst Partners III, L.P., which is the general partner of GCG III. Each of David P. Fialkow, David J. Orfao, John G. Simon and Joel E. Cutler is a Managing Director of General Catalyst GP III, LLC and may be deemed to share voting and investment power over the shares held of record by GCG III. Each of David P. Fialkow, David J. Orfao, John G. Simon and Joel E. Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.
8. Represents securities held of record by GC Entrepreneurs Fund IV, L.P. ("GCEF IV"). General Catalyst GP IV, LLC is the general partner of General Catalyst Partners IV, L.P., which is the general partner of GCEF IV. Each of David P. Fialkow, David J. Orfao, John G. Simon and Joel E. Cutler is a Managing Director of General Catalyst GP IV, LLC and may be deemed to share voting and investment power over the shares held of record by GCEF IV. Each of David P. Fialkow, David J. Orfao, John G. Simon and Joel E. Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.
9. Represents securities held of record by General Catalyst Group IV, L.P. ("GCG IV"). General Catalyst GP IV, LLC is the general partner of General Catalyst Partners IV, L.P., which is the general partner of GCG IV. Each of David P. Fialkow, David J. Orfao, John G. Simon and Joel E. Cutler is a Managing Director of General Catalyst GP IV, LLC and may be deemed to share voting and investment power over the shares held of record by GCG IV. Each of David Fialkow, David J. Orfao, John G. Simon and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.
Remarks:
Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney Exhibit 24.4 - Power of Attorney This is Part 2 of a two part filing. This Form 3 is being filed in two parts because of the ten person reporting limitation of the electronic filing system. Part 1 is being filed by the following reporting persons: General Catalyst Group III, L.P., GC Entrepreneurs Fund III, L.P., General Catalyst GP III, LLC, General Catalyst Partners III, L.P., David P. Fialkow, David J. Orfao, John G. Simon, and Joel E. Cutler.
/s/ Sheila M. Flaherty, Attorney-in-fact 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).
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