SEC Form 4 · accession 0000899243-16-024855

Demandware Inc · DWRE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President and CEO · Director

Period of report

Jul 11, 2016

Accepted (ET)

Jul 11, 2016 · 2:37 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001301031

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jul 11, 2016	D	157,985	$75.00	D	62,484	D
Common Stock^F2	Jul 11, 2016	D	62,484	$75.00	D	0	D
Common Stock^F1	Jul 11, 2016	D	257,524	$75.00	D	0	I	By Spouse

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Nonstatutory Stock Option (right to purchase)^F4,F3	$1.29	Jul 11, 2016	D	34,000	D	—	Dec 4, 2019	Common Stock	34,000	D
Nonstatutory Stock Option (right to purchase)^F4,F3	$1.29	Jul 11, 2016	D	710,165	D	—	Feb 11, 2020	Common Stock	710,165	D
Nonstatutory Stock Option (right to purchase)^F4,F3	$1.47	Jul 11, 2016	D	76,039	D	—	Jun 3, 2020	Common Stock	76,039	D

F1Pursuant 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.
F2After 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.
F3This option is fully vested and exercisable.
F4After 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.