0000899243-16-024862.txt : 20160711 0000899243-16-024862.hdr.sgml : 20160711 20160711144059 ACCESSION NUMBER: 0000899243-16-024862 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160711 FILED AS OF DATE: 20160711 DATE AS OF CHANGE: 20160711 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Demandware Inc CENTRAL INDEX KEY: 0001301031 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 WALL STREET CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781-756-3700 MAIL ADDRESS: STREET 1: 5 WALL STREET CITY: BURLINGTON STATE: MA ZIP: 01803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Adams Timothy M CENTRAL INDEX KEY: 0001298669 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35450 FILM NUMBER: 161761851 MAIL ADDRESS: STREET 1: 311 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-07-11 1 0001301031 Demandware Inc DWRE 0001298669 Adams Timothy M C/O DEMANDWARE, INC. 5 WALL STREET BURLINGTON MA 01803 0 1 0 0 See Remarks Common Stock 2016-07-11 4 U 0 19068 75.00 D 55425 D Common Stock 2016-07-11 4 D 0 55425 75.00 D 0 D Employee Stock Option (right to buy) 58.74 2016-07-11 4 D 0 40000 D 2024-06-02 Common Stock 40000 0 D Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 31, 2016, by and among Demandware, Inc., a Delaware corporation, salesforce.com, inc. a Delaware corporation and Dynasty Acquisition Corp., a wholly-owned subsidiary of salesforce.com, inc. and a Delaware corporation (the "Merger Agreement"), these shares were tendered and disposed of at the Effective Time (all terms capitalized but not defined shall have the meaning given to them in the Merger Agreement) in exchange for the right to receive $75.00 per share, net to the seller in cash, without interest, less any required withholding taxes. Includes 268 shares acquired under the Demandware, Inc. Employee Stock Purchase Plan on June 30, 2016 pursuant to the Company's Employee Stock Purchase Plan. After giving effect to any accelerated vesting required pursuant to the Merger Agreement and any existing agreement to the extent permitted by the Merger Agreement, each share of restricted stock was canceled and converted into the right to receive $75.00 per share, net to the seller in cash, without interest, less any required withholding taxes. Includes 20,000 options that were unvested prior to the closing of the merger and 20,000 that were vested and exercisable. After giving effect to any accelerated vesting required pursuant to the Merger Agreement and any existing agreement to the extent permitted by the Merger Agreement, each unvested option became fully vested and exercisable and each outstanding and unexercised stock option was canceled and converted into the right to receive $75.00 per share minus the exercise price, net to the seller in cash, without interest, less any required withholding taxes. EVP and Chief Financial Officer /s/ Kathleen B. Patton, attorney-in-fact 2016-07-11