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Form 4 Demandware Inc For: Jul 11 Filed by: Ebling Thomas D

July 11, 2016 2:38 PM EDT
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 *
Ebling Thomas D
(Last) (First) (Middle)
C/O DEMANDWARE, INC.
5 WALL STREET
(Street)
BURLINGTON MA 01803
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/11/2016
4. 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 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 07/11/2016   D   157,985 (1) D $ 75 62,484 D  
Common Stock 07/11/2016   D   62,484 (2) D $ 75 0 D  
Common Stock 07/11/2016   D   257,524 (1) D $ 75 0 I By Spouse
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
Nonstatutory Stock Option (right to purchase) $ 1.29 07/11/2016   D     34,000   (3) 12/04/2019 Common Stock 34,000 (4) 0 D  
Nonstatutory Stock Option (right to purchase) $ 1.29 07/11/2016   D     710,165   (3) 02/11/2020 Common Stock 710,165 (4) 0 D  
Nonstatutory Stock Option (right to purchase) $ 1.47 07/11/2016   D     76,039   (3) 06/03/2020 Common Stock 76,039 (4) 0 D  
Explanation of Responses:
1. 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"), each share of Demandware common stock not irrevocably accepted for purchase via the Offer (all terms capitalized but not defined shall have the meaning given to them in the Merger Agreement), was converted at the Effective Time to the right to receive the same $75.00 per share, net to the seller in cash, without interest, less any required withholding taxes.
2. 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.
3. This option is fully vested and exercisable.
4. 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 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.
/s/ Kathleen B. Patton, attorney-in-fact 07/11/2016
** 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).
** 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.

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