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 III LP

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

(Street)
CAMBRIDGE MA 02138

(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)
03/20/2012
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 03/20/2012 C 4,672,520 (6) A $0.00 4,672,520 D
Common Stock 03/20/2012 C 169,056 (7) A $0.00 169,056 I See footnote (7)
Common Stock 03/20/2012 C 61,057 (8) A $0.00 61,057 I See footnote (8)
Common Stock 03/20/2012 C 2,301,234 (9) A $0.00 2,301,234 I See footnote (9)
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 137,052 (7) (1) (5) Common Stock 45,684 $0.00 0 I See footnote (7)
Series A Convertible Preferred Stock (1) 03/20/2012 C 3,787,948 (6) (1) (5) Common Stock 1,262,650 $0.00 0 D
Series B Convertible Preferred Stock (2) 03/20/2012 C 136,297 (7) (2) (5) Common Stock 45,432 $0.00 0 I See footnote (7)
Series B Convertible Preferred Stock (2) 03/20/2012 C 3,767,109 (6) (2) (5) Common Stock 1,255,703 $0.00 0 D
Series C Convertible Preferred Stock (3) 03/20/2012 C 233,820 (7) (3) (5) Common Stock 77,940 $0.00 0 I See footnote (7)
Series C Convertible Preferred Stock (3) 03/20/2012 C 6,462,503 (6) (3) (5) Common Stock 2,154,167 $0.00 0 D
Series D Convertible Preferred Stock (4) 03/20/2012 C 183,173 (8) (4) (5) Common Stock 61,057 $0.00 0 I See footnote (8)
Series D Convertible Preferred Stock (4) 03/20/2012 C 6,903,703 (9) (4) (5) Common Stock 2,301,234 $0.00 0 I See footnote (9)
1. Name and Address of Reporting Person*
GENERAL CATALYST GROUP III 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*
GC ENTREPRENEURS FUND III 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 III, LLC

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

(Street)
CAMBRIDGE MA 02138

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

(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*
Cutler Joel E

(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*
Orfao David J

(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*
SIMON JOHN G

(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*
Fialkow David 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 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 securities are held 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 Orfao, David Fialkow, John Simon, and Joel 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 Orfao, David Fialkow, John 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. The securities are held 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 Orfao, David Fialkow, John Simon, and Joel 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 Orfao, David Fialkow, John Simon, and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.
8. The securities are held 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 Orfao, David Fialkow, John Simon, and Joel 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 Orfao, David Fialkow, John Simon, and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.
9. The securities are held by General Catalyst Group, IV ("GCG 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 Orfao, David Fialkow, John Simon, and Joel 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 Orfao, David Fialkow, John 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:
This is Part 1 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 2 is being filed by the following reporting persons: General Catalyst Group IV, L.P., GC Entrepreneurs Fund IV, L.P., General Catalyst GP IV, LLC and General Catalyst Partners IV, L.P.
/s/ Sheila M. Flaherty, Attorney-in-Fact 03/20/2012
** 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 4 (b)(v).
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