SEC Form 4 · accession 0000899243-16-024859

Demandware Inc · DWRE

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

Reporting owner

Wayne Whitcomb

Officer — Chief Technology Officer

Period of report

Jul 11, 2016

Accepted (ET)

Jul 11, 2016 · 2:39 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,F2	Jul 11, 2016	U	91,816	$75.00	D	46,743	D
Common Stock^F3	Jul 11, 2016	D	46,743	$75.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Nonstatutory Stock Option (right to purchase)^F5,F4	$1.47	Jul 11, 2016	D	33,333	D	—	Jun 3, 2020	Common Stock	33,333	0	D
Nonstatutory Stock Option (right to purchase)^F5,F4	$3.39	Jul 11, 2016	D	33,333	D	—	Feb 21, 2021	Common Stock	33,333	0	D

Explanation of responses

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"), 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.
F2Includes 281 shares acquired under the Demandware, Inc. Employee Stock Purchase Plan on June 30, 2016 pursuant to the Company's Employee Stock Purchase Plan.
F3After 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.
F4This option is fully vested and exercisable.
F5After 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.