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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Demandware Inc [ DWRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/31/2015 | A | 10,000(1) | A | $0.00 | 78,077 | D | |||
Common Stock | 03/31/2015 | A | 10,000(2) | A | $0.00 | 88,077 | D | |||
Common Stock | 03/31/2015 | A | 330(3) | A | $0.00 | 88,407 | D | |||
Common Stock | 04/01/2015 | M(4) | 9,973 | A | $0.93 | 98,380 | D | |||
Common Stock | 04/01/2015 | S(5) | 17,253 | D | $58.3902(6) | 81,127 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $0.93 | 04/01/2015 | M(4) | 9,973 | (7) | 09/14/2017 | Common Stock | 9,973 | $0.00 | 29,921 | D |
Explanation of Responses: |
1. These shares are from a grant of restricted stock on March 31, 2015. |
2. These shares are from a grant of performance-based restricted stock on March 31, 2015. The number of shares reported are based on target performance. No performance-based restricted stock will be earned unless the performance threshold is met. |
3. On March 31, 2015, the performance-based restricted stock award granted on March 28, 2014 was adjusted based on the achievement of 103% of target, and these shares represent the additional shares granted above the target number of shares previously reported. |
4. This exercise was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
5. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
6. The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $57.5767 to $59.5100. The reporting person undertakes, upon the request of the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price. |
7. This option is fully vested. |
Remarks: |
/s/ Sheila M. Flaherty, Attorney-in-Fact for Jeffrey G. Barnett | 04/02/2015 | |
** 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. |