0001193125-15-048971.txt : 20150213 0001193125-15-048971.hdr.sgml : 20150213 20150213115130 ACCESSION NUMBER: 0001193125-15-048971 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: DAVID J. ORFAO GROUP MEMBERS: DAVID P. FIALKOW GROUP MEMBERS: GC ENTREPRENEURS FUND III, L.P. GROUP MEMBERS: GC ENTREPRENEURS FUND IV, L.P. GROUP MEMBERS: GENERAL CATALYST GP III, LLC GROUP MEMBERS: GENERAL CATALYST GP IV, LLC GROUP MEMBERS: GENERAL CATALYST GROUP III, L.P. GROUP MEMBERS: GENERAL CATALYST PARTNERS III, L.P. GROUP MEMBERS: GENERAL CATALYST PARTNERS IV, L.P. GROUP MEMBERS: JOEL E. CUTLER SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87005 FILM NUMBER: 15611339 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CATALYST GROUP IV LP CENTRAL INDEX KEY: 0001344416 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O GENERAL CATALYST GROUP MGMT STREET 2: 20 UNIVERSITY RD STE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6172347000 MAIL ADDRESS: STREET 1: C/O GENERAL CATALYST GROUP MGMT STREET 2: 20 UNIVERSITY RD STE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 SC 13G/A 1 d873099dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Demandware, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

24802 Y 10 5

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 24802 Y 10 5

  Page 2 of 6

 

Schedule 13G

 

Item 1(a). Name of Issuer:

Demandware, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

The Issuer’s principal executive offices are located at 5 Wall Street, Burlington, MA, 01803.

 

Item 2(a). Names of Persons Filing:

This joint statement on Schedule 13G is being filed by General Catalyst Group IV, L.P., a Delaware limited partnership (“GC IV”), General Catalyst Group III, L.P., a Delaware limited partnership (“GC III”), GC Entrepreneurs Fund IV, L.P., a Delaware limited partnership (“E Fund IV”), GC Entrepreneurs Fund III, L.P., a Delaware limited partnership (“E Fund III”), General Catalyst Partners IV, L.P., a Delaware limited partnership (“GC IV GPLP”), General Catalyst Partners III, L.P., a Delaware limited partnership (“GC III GPLP”), General Catalyst GP IV, LLC, a Delaware limited liability company (“GC IV GPLLC”), General Catalyst GP III, LLC, a Delaware limited liability company (“GC III GPLLC”) and the Managers (as defined below), who are collectively referred to herein as the “Reporting Persons.” GC IV GPLP is the sole general partner of GC IV and E Fund IV. GC III GPLP is the sole general partner of GC III and E Fund III. GC IV GPLLC is the sole general partner of GC IV GPLP. GC III GPLLC is the sole general partner of GC III GPLP. Joel E. Cutler, David P. Fialkow and David J. Orfao (collectively, the “Managers”) are Managing Directors of each of GC IV GPLLC and GC III GPLLC. The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of all Reporting Persons is 20 University Road, 4th Floor, Cambridge, MA 02138.

 

Item 2(c). Citizenship:

Each of GC IV, GC III, E Fund IV, E Fund III, GC IV GPLP and GC III GPLP is a limited partnership organized under the laws of the State of Delaware. Each of GC IV GPLLC and GC III GPLLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a U.S. citizen.

 

Item 2(d). Title of Class of Securities:

Common Stock, $0.01 par value per share (“Common Shares”).

 

Item 2(e). CUSIP Number:

24802 Y 10 5


CUSIP No. 24802 Y 10 5

  Page 3 of 6

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4. Ownership.

Not applicable.

 

Item 5. Ownership of Five Percent or Less of a Class.

Each Reporting Person has ceased to beneficially own five percent (5%) or more of the Issuer’s outstanding Common Shares.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certification.

Not Applicable. This statement on Schedule 13G is not filed pursuant to §240.13d-1(b) or §240.13d-1(c).

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding joint filing of Schedule 13G.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.


CUSIP No. 24802 Y 10 5

  Page 4 of 6

 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 12, 2015

 

GENERAL CATALYST GROUP IV, L.P.

By:

 

GENERAL CATALYST PARTNERS IV, L.P.

its General Partner

  By:  

GENERAL CATALYST GP IV, LLC

its General Partner

   

By:

 

*

     

William J. Fitzgerald

     

Member, COO and CFO

GC ENTREPRENEURS FUND IV, L.P.

By:

  GENERAL CATALYST PARTNERS IV, L.P. its General Partner
  By:  

GENERAL CATALYST GP IV, LLC

its General Partner

   

By:

 

*

     

William J. Fitzgerald

     

Member, COO and CFO

GENERAL CATALYST PARTNERS IV, L.P.

By:

 

GENERAL CATALYST GP IV, LLC

its General Partner

   

By:

 

*

     

William J. Fitzgerald

     

Member, COO and CFO


CUSIP No. 24802 Y 10 5

  Page 5 of 6

 

GENERAL CATALYST GP IV, LLC

By:

 

*

 

William J. Fitzgerald

 

Member, COO and CFO

GENERAL CATALYST GROUP III, L.P.

By:

  GENERAL CATALYST PARTNERS III, L.P. its General Partner
  By:  

GENERAL CATALYST GP III, LLC

its General Partner

   

By:

 

*

     

William J. Fitzgerald

     

Member, COO and CFO

GC ENTREPRENEURS FUND III, L.P.

By:

  GENERAL CATALYST PARTNERS III, L.P. its General Partner
  By:  

GENERAL CATALYST GP III, LLC

its General Partner

    By:  

*

     

William J. Fitzgerald

     

Member, COO and CFO

GENERAL CATALYST PARTNERS III, L.P.

By:

 

GENERAL CATALYST GP III, LLC

its General Partner

   

By:

 

*

     

William J. Fitzgerald

     

Member, COO and CFO


CUSIP No. 24802 Y 10 5

  Page 6 of 6

 

GENERAL CATALYST GP III, LLC

By:

 

*

 

William J. Fitzgerald

 

Member, COO and CFO

By:

 

*

  Joel E. Cutler

By:

 

*

 

David P. Fialkow

By:

 

*

 

David J. Orfao

 

*By:

 

/s/ Christopher McCain

  Christopher McCain
  As attorney-in-fact

This Schedule 13G was executed by Christopher McCain on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

EX-99.1 2 d873099dex991.htm EX-1 EX-1

CUSIP No. 24802 Y 10 5

 

 

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Demandware, Inc.

EXECUTED this 12th day of February, 2015

 

GENERAL CATALYST GROUP IV, L.P.

By:

 

GENERAL CATALYST PARTNERS IV, L.P.

its General Partner

  By:  

GENERAL CATALYST GP IV, LLC

its General Partner

   

By:

 

*

     

William J. Fitzgerald

     

Member, COO and CFO

GC ENTREPRENEURS FUND IV, L.P.

By:

  GENERAL CATALYST PARTNERS IV, L.P. its General Partner
  By:  

GENERAL CATALYST GP IV, LLC

its General Partner

   

By:

 

*

     

William J. Fitzgerald

     

Member, COO and CFO

GENERAL CATALYST PARTNERS IV, L.P.

By:

 

GENERAL CATALYST GP IV, LLC

its General Partner

   

By:

 

*

     

William J. Fitzgerald

     

Member, COO and CFO


CUSIP No. 24802 Y 10 5

 

 

GENERAL CATALYST GP IV, LLC
By:  

*

 

William J. Fitzgerald

Member, COO and CFO

GENERAL CATALYST GROUP III, L.P.
By:   GENERAL CATALYST PARTNERS III, L.P.
  its General Partner
  By:   GENERAL CATALYST GP III, LLC
    its General Partner
    By:  

*

      William J. Fitzgerald
      Member, COO and CFO
GC ENTREPRENEURS FUND III, L.P.
By:   GENERAL CATALYST PARTNERS III, L.P.
  its General Partner
  By:   GENERAL CATALYST GP III, LLC
    its General Partner
    By:  

*

      William J. Fitzgerald
      Member, COO and CFO
GENERAL CATALYST PARTNERS III, L.P.
By:  

GENERAL CATALYST GP III, LLC

its General Partner

    By:  

*

      William J. Fitzgerald
      Member, COO and CFO


CUSIP No. 24802 Y 10 5

 

 

GENERAL CATALYST GP III, LLC

By:

 

*

 

William J. Fitzgerald

 

Member, COO and CFO

By:

 

*

  Joel E. Cutler

By:

 

*

 

David P. Fialkow

By:

 

*

 

David J. Orfao

 

*By:

 

/s/ Christopher McCain

  Christopher McCain
  As attorney-in-fact

This Agreement was executed by Christopher McCain on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

EX-99.2 3 d873099dex992.htm EX-2 EX-2

CUSIP No. 24802 Y 10 5

 

 

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints William J. Fitzgerald, Christopher McCain and Mark Allen, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and effect with respect to each undersigned person unless and until six months after such person is both no longer a Managing Director of General Catalyst Partners and no longer serving on the board of directors of any portfolio company of any General Catalyst Partners fund.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 7th day of October, 2014.

 

/s/ Lawrence S. Bohn

Lawrence S. Bohn

/s/ Joel E. Cutler

Joel E. Cutler

/s/ David P. Fialkow

David P. Fialkow

/s/ William J. Fitzgerald

William J. Fitzgerald

/s/ Stephen A. Herrod

Stephen A. Herrod

/s/ David J. Orfao

David J. Orfao

/s/ Neil F. Sequeira

Neil F. Sequeira

/s/ Brian J. Shortsleeve

Brian J. Shortsleeve

/s/ Hemant Taneja

Hemant Taneja

/s/ Adam A. Valkin

Adam A. Valkin