SEC Form 4 · accession 0000899243-16-024862
Demandware Inc · DWRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy M Adams
Officer — See Remarks
Period of report
Jul 11, 2016
Accepted (ET)
Jul 11, 2016 · 2:40 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,F2 | Jul 11, 2016 | U | 19,068 | $75.00 | D | 55,425 | D | |
| Common StockF3 | Jul 11, 2016 | D | 55,425 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $58.74 | Jul 11, 2016 | D | 40,000 | D | — | Jun 2, 2024 | Common Stock | 40,000 | 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 268 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.
- F4Includes 20,000 options that were unvested prior to the closing of the merger and 20,000 that were vested and exercisable. After 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 unvested option became fully vested and exercisable and 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.
Remarks
EVP and Chief Financial Officer