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*
GENERAL CATALYST GROUP IV LP

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

(Street)
CAMBRIDGE MA 01238

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2012
4. 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 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 11/07/2012 J (1) 934,504 D $0 3,738,016 D
Common Stock 11/07/2012 J (2) 33,811 D $0 135,245 D
Common Stock 11/07/2012 J (3) 460,247 D $0 1,840,987 D
Common Stock 11/07/2012 J (4) 12,212 D $0 48,846 D
Common Stock 11/07/2012 J (5) 54,394 A $0 54,394 D
Common Stock 11/07/2012 J (6) 81,316 A $0 81,316 D
Common Stock 11/07/2012 J (7) 54,394 D $0 0 D
Common Stock 11/07/2012 J (8) 81,316 D $0 0 D
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
1. Name and Address of Reporting Person*
GENERAL CATALYST GROUP IV LP

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

(Street)
CAMBRIDGE MA 01238

(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 01238

(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, 4TH FLOOR

(Street)
CAMBRIDGE MA 01238

(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, 4TH FLOOR

(Street)
CAMBRIDGE MA 01238

(City) (State) (Zip)
Explanation of Responses:
1. Effective November 7, 2012, General Catalyst Group III, L.P. ("GCG III"), a venture capital partnership, distributed in-kind, without consideration, a total of 934,504 shares of Common Stock of the Issuer to its general and limited partners. The remaining securities are held by GCG III. General Catalyst GP III, LLC ("GP III LLC") is the general partner of General Catalyst Partners III, L.P. ("GP III LP"), which is the general partner of GCG III. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of 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 Fialkow, David Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.
2. Effective November 7, 2012, GC Entrepreneurs Fund III, L.P. ("GCEF III"), a venture capital partnership, distributed in-kind, without consideration, a total of 33,811 shares of Common Stock of the Issuer to its general and limited partners. The remaining securities are held by GCEF III. GP III LLC is the general partner of GP III LP, which is the general partner of GCEF III. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of 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 Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.
3. Effective November 7, 2012, General Catalyst Group IV, L.P. ("GCG IV"), a venture capital partnership, distributed in-kind, without consideration, a total of 460,247 shares of Common Stock of the Issuer to its general and limited partners. The remaining securities are held by GCG IV. General Catalyst GP IV, LLC ("GP IV LLC") is the general partner of General Catalyst Partners IV, L.P. ("GP IV LP"), which is the general partner of GCG IV. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of 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 Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.
4. Effective November 7, 2012, GC Entrepreneurs Fund IV, L.P. ("GCEF IV"), a venture capital partnership, distributed in-kind, without consideration, a total of 12,212 shares of Common Stock of the Issuer to its general and limited partners. The remaining securities are held by GCEF IV. GP IV LLC is the general partner of GP IV LP, which is the general partner of GCEF IV. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of 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 Fialkow, David Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.
5. Shares acquired through a distribution in-kind from GCG III and GCEF III by GP III LP. GP III LLC is the general partner of GP III LP. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of GP III LLC and may be deemed to share voting and investment power over the shares held of record by GP III LP. Each of David Fialkow, David Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein, if any.
6. Shares acquired through a distribution in-kind from GCG IV and GCEF IV by GP IV LP. GP IV LLC is the general partner of GP IV LP. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of GP IV LLC and may be deemed to share voting and investment power over the shares held of record by GP IV LP. Each of David Fialkow, David Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein, if any.
7. Effective November 7, 2012, GP III LP distributed in-kind, without consideration, a total of 54,394 shares of Common Stock of the Issuer to its limited partners.
8. Effective November 7, 2012, GP IV LP distributed in-kind, without consideration, a total of 81,316 shares of Common Stock of the Issuer to its limited partners.
Remarks:
This is Part 2 of a two part filing. This Form 4 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 and Joel E. Cutler.
/s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP IV, LLC, the General Partner for General Catalyst Partners IV, L.P., the General Partner for General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. 11/07/2012
/s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP IV, LLC, the General Partner for General Catalyst Partners IV, L.P. 11/07/2012
/s/ William J. Fitzgerald, Member and Chief Financial Officer, General Catalyst GP IV, LLC 11/07/2012
** Signature of Reporting Person Date
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