SEC Form 4 · accession 0000899243-16-024860
Demandware Inc · DWRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey G Barnett
Officer — Chief Operating Officer · Director
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 StockF1 | Jul 11, 2016 | U | 37,652 | $75.00 | D | 55,118 | D | |
| Common StockF2 | Jul 11, 2016 | D | 55,118 | $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)F4,F3 | $1.29 | Jul 11, 2016 | D | 113,333 | D | — | Sep 29, 2019 | Common Stock | 113,333 | 0 | D |
| Nonstatutory Stock Option (right to purchase)F4,F3 | $3.39 | Jul 11, 2016 | D | 66,666 | D | — | Feb 21, 2021 | Common Stock | 66,666 | 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.
- 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.