SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NBVM GP, LLC

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2012

3. Issuer Name and Ticker or Trading Symbol
Demandware Inc [ DWRE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽⁵⁾	Common Stock	877,993⁽¹⁾⁽⁶⁾	⁽¹⁾	D
Series A Convertible Preferred Stock	⁽¹⁾	⁽⁵⁾	Common Stock	430,339⁽¹⁾⁽⁷⁾	⁽¹⁾	D
Series B Convertible Preferred Stock	⁽²⁾	⁽⁵⁾	Common Stock	873,163⁽²⁾⁽⁶⁾	⁽²⁾	D
Series B Convertible Preferred Stock	⁽²⁾	⁽⁵⁾	Common Stock	427,972⁽²⁾⁽⁷⁾	⁽²⁾	D
Series C Convertible Preferred Stock	⁽³⁾	⁽⁵⁾	Common Stock	1,497,918⁽³⁾⁽⁶⁾	⁽³⁾	D
Series C Convertible Preferred Stock	⁽³⁾	⁽⁵⁾	Common Stock	734,189⁽³⁾⁽⁷⁾	⁽³⁾	D
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	1,585,282⁽⁴⁾⁽⁶⁾	⁽⁴⁾	D
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	777,009⁽⁴⁾⁽⁷⁾	⁽⁴⁾	D

1. Name and Address of Reporting Person^*

NBVM GP, LLC

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NORTH BRIDGE VENTURE PARTNERS V A LP

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NORTH BRIDGE VENTURE PARTNERS V-B LP

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

North Bridge Venture Management V, L.P.

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ANDERSON EDWARD T

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DAMORE RICHARD A

(Last)

(First)

(Middle)

C/O NORTH BRIDGE VENTURE PARTNERS

950 WINTER STREET, SUITE 4600

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock will automatically convert into 0.33 shares of common stock upon the closing of the Issuer's initial public offering of common stock, which reflects a 1-for-3 reverse stock split of the Issuer's common stock, which was effected on March 1, 2012.

2. Each share of Series B Convertible Preferred Stock will automatically convert into 0.33 shares of common stock upon the closing of the Issuer's initial public offering of common stock, which reflects a 1-for-3 reverse stock split of the Issuer's common stock, which was effected on March 1, 2012.

3. Each share of Series C Convertible Preferred Stock will automatically convert into 0.33 shares of common stock upon the closing of the Issuer's initial public offering of common stock, which reflects a 1-for-3 reverse stock split of the Issuer's common stock, which was effected on March 1, 2012.

4. Each share of Series D Convertible Preferred Stock will automatically convert into 0.33 shares of common stock upon the closing of the Issuer's initial public offering of common stock, which reflects a 1-for-3 reverse stock split of the Issuer's common stock, which was effected on March 1, 2012.

5. Not applicable.

6. Represents securities held of record by North Bridge Venture Partners V-A, L.P., or NBVP V-A. North Bridge Venture Management V, L.P., or NBVM V, is the sole General Partner of NBVP V-A. NBVM GP, LLC, the General Partner of NBVM V, has ultimate voting and dispositive power over the shares held of record by NBVP V-A. Shared voting and dispositive power of such shares is vested in Edward T. Anderson and Richard A. D'Amore.

7. Represents securities held of record by North Bridge Venture Partners V-B, L.P., or NBVP V-B. North Bridge Venture Management V, L.P., or NBVM V, is the sole General Partner of NBVP V-B. NBVM GP, LLC, the General Partner of NBVM V, has ultimate voting and dispositive power over the shares held of record by NBVP V-B. Shared voting and dispositive power of such shares is vested in Edward T. Anderson and Richard A. D'Amore.

Remarks:

Exhibit 24.1- Power of Attorney Exhibit 24.2- Power of Attorney Exhibit 24.3- Power of Attorney Exhibit 24.4- Power of Attorney Exhibit 24.5- Power of Attorney Exhibit 24.6- Power of Attorney

	/s/ Sheila M. Flaherty, Attorney-in-Fact	03/14/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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