DWRE / Demandware Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Demandware Inc.
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CIK 1301031
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Demandware Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
July 21, 2016 15-12B

Demandware 15-12B

15-12B 1 d211143d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35450 DEMANDWARE, INC. (Exact name of

July 14, 2016 SC 13G/A

DWRE / Demandware Inc. / Schambach Stephan - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* Demandware, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class

July 13, 2016 S-8 POS

Demandware S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 13, 2016. Registration No. 333-180217 Registration No. 333-188942 Registration No. 333-194277 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-180217) Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-188942)

July 13, 2016 S-8 POS

Demandware S-8 POS

As filed with the Securities and Exchange Commission on July 13, 2016. Registration No. 333-180217 Registration No. 333-188942 Registration No. 333-194277 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-180217) Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-188942) Post-Ef

July 13, 2016 S-8 POS

Demandware S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 13, 2016. Registration No. 333-180217 Registration No. 333-188942 Registration No. 333-194277 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-180217) Post-Effective Amendment No. 1 to Form S-8 Registration Statement (No. 333-188942)

July 11, 2016 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DEMANDWARE, INC.

EX-3.1 2 d221735dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DEMANDWARE, INC. FIRST: The name of the Corporation is: Demandware, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at that

July 11, 2016 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d221735d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2016 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation)

July 11, 2016 EX-3.2

BYLAWS DEMANDWARE, INC. (A DELAWARE CORPORATION) ADOPTED JULY 11, 2016 ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS’ MEETINGS 1 Section 3. Place of Meetings 1 Section 4. Annual Meeting 1 Sectio

EX-3.2 3 d221735dex32.htm EX-3.2 Exhibit 3.2 BYLAWS OF DEMANDWARE, INC. (A DELAWARE CORPORATION) ADOPTED JULY 11, 2016 ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS’ MEETINGS 1 Section 3. Place of Meetings 1 Section 4. Annual Meeting 1 Section 5. Special Meetings 3 Section 6. Notice of Meetings 4 Section 7. Quorum 4 Section 8. Adjournment and

July 11, 2016 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 22, 2016, pursuant to the provisions of Rule 12d2-2 (a).

July 11, 2016 SC 14D9/A

Demandware SC 14D9/A

SC 14D9/A 1 d214504dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) DEMANDWARE, INC. (Name of Subject Company) DEMANDWARE, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Tit

July 11, 2016 EX-99.(A)(5)(V)

Salesforce Completes Tender Offer for Outstanding Shares of Demandware

EX-99.(a)(5)(v) Exhibit (a)(5)(v) Media Contacts Gina Sheibley VP Corporate Communications, Salesforce [email protected] (917) 297-8988 John Cummings VP of Investor Relations Salesforce [email protected] (415) 866-6628 James Hillier VP of Investor Relations, Demandware [email protected] (781) 425-7675 Salesforce Completes Tender Offer for Outstanding Shares of Demandware SAN FR

July 11, 2016 SC TO-T/A

Demandware SC TO-T AMENDMENT 4

SC TO-T Amendment 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 30, 2016 EX-99.(A)(5)(IV)

Salesforce and Demandware Receive All Required Regulatory Approvals

EX-99.(A)(5)(IV) 2 d219544dex99a5iv.htm EX-99.(A)(5)(IV) Exhibit (a)(5)(iv) Media Contacts Gina Sheibley VP Corporate Communications, Salesforce [email protected] (917) 297-8988 John Cummings VP of Investor Relations Salesforce [email protected] (415) 866-6628 James Hillier VP of Investor Relations, Demandware [email protected] (781) 425-7675 Salesforce and Demandware Receive A

June 30, 2016 SC 14D9/A

Demandware SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) DEMANDWARE, INC. (Name of Subject Company) DEMANDWARE, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 24802

June 30, 2016 SC TO-T/A

Salesforce.com SC TO-T AMENDMENT 3

SC TO-T Amendment 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 29, 2016 EX-99.(A)(13)

DEMANDWARE, INC. Notice to Holders of Restricted Stock Units June 28, 2016

EX-99.(A)(13) 4 d221625dex99a13.htm EX-99.(A)(13) Exhibit (a)(13) DEMANDWARE, INC. Notice to Holders of Restricted Stock Units June 28, 2016 Dear RSU Holder: On May 31, 2016, Demandware, Inc. (“Demandware” or, the “Company”) entered into an Agreement and Plan of Merger with salesforce.com, inc. (“Salesforce”) and Dynasty Acquisition Corp. (the “Purchaser”), pursuant to which Purchaser, a wholly ow

June 29, 2016 SC 14D9/A

Demandware SC 14D9/A

SC 14D9/A 1 d221625dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) DEMANDWARE, INC. (Name of Subject Company) DEMANDWARE, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Tit

June 29, 2016 EX-99.(A)(12)

DEMANDWARE, INC. Notice to Holders of Restricted Share Awards June 28, 2016

EX-99.(a)(12) Exhibit (a)(12) DEMANDWARE, INC. Notice to Holders of Restricted Share Awards June 28, 2016 Dear Restricted Share Award Holder: On May 31, 2016, Demandware, Inc. (?Demandware? or, the ?Company?) entered into an Agreement and Plan of Merger with salesforce.com, inc. (?Salesforce?) and Dynasty Acquisition Corp. (the ?Purchaser?), pursuant to which Purchaser, a wholly owned subsidiary o

June 29, 2016 EX-99.(A)(11)

Demandware, Inc. Notice to Holders of Options June 28, 2016

EX-99.(a)(11) Exhibit (a)(11) Demandware, Inc. Notice to Holders of Options June 28, 2016 Dear Option Holder: On May 31, 2016, Demandware, Inc. (?Demandware? or, the ?Company?) entered into an Agreement and Plan of Merger with salesforce.com, inc. (?Salesforce?) and Dynasty Acquisition Corp. (the ?Purchaser?), pursuant to which Purchaser, a wholly owned subsidiary of Salesforce, has commenced a ca

June 23, 2016 SC TO-T/A

Demandware SC TO-T AMENDMENT 2

SC TO-T/A 1 d217024dsctota.htm SC TO-T AMENDMENT 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) DEMANDWARE, INC. (Name of subject company (Issuer)) DYNASTY ACQUISITION CORP. a wholly-owned subsidiary of SALESFORCE.COM, INC. (Name o

June 20, 2016 SC 14D9/A

Demandware SC 14D9/A

SC 14D9/A 1 d213440dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) DEMANDWARE, INC. (Name of Subject Company) DEMANDWARE, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Tit

June 20, 2016 SC TO-T/A

Demandware SC TO-T AMENDMENT 1

SC TO-T/A 1 d210327dsctota.htm SC TO-T AMENDMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) DEMANDWARE, INC. (Name of subject company (Issuer)) DYNASTY ACQUISITION CORP. a wholly-owned subsidiary of SALESFORCE.COM, INC. (Name o

June 20, 2016 EX-99.(A)(5)(III)

SALESFORCE AND DEMANDWARE ANNOUNCE EARLY TERMINATION OF HART- SCOTT-RODINO WAITING PERIOD

EX-99.(a)(5)(iii) Exhibit (a)(5)(iii) Media Contacts Gina Sheibley VP Corporate Communications, Salesforce [email protected] (917) 297-8988 John Cummings VP of Investor Relations Salesforce [email protected] (415) 866-6628 Jim Hillier VP of Investor Relations, Demandware [email protected] (781) 425-7675 SALESFORCE AND DEMANDWARE ANNOUNCE EARLY TERMINATION OF HART- SCOTT-RODINO

June 10, 2016 EX-99.(A)(9)

June 10, 2016

EX-99.(a)(9) Exhibit (a)(9) June 10, 2016 Dear Stockholder: I am pleased to inform you that, on May 31, 2016, Demandware, Inc. (?Demandware?) entered into an Agreement and Plan of Merger (the ?Merger Agreement?) with salesforce.com, inc. (?Parent?) and Dynasty Acquisition Corp. (?Purchaser?), a wholly-owned subsidiary of Parent. In accordance with the Merger Agreement, on June 10, 2016, Purchaser

June 10, 2016 SC 14D9

Demandware SC 14D9

SC 14D9 1 d207591dsc14d9.htm SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 DEMANDWARE, INC. (Name of Subject Company) DEMANDWARE, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of

June 10, 2016 EX-99.(A)(1)(II)

LETTER OF TRANSMITTAL To Tender Shares of Common Stock of DEMANDWARE, INC. at $75.00 NET PER SHARE Pursuant to the Offer to Purchase dated June 10, 2016 by DYNASTY ACQUISITION CORP., a wholly-owned subsidiary of SALESFORCE.COM, INC.

EX-99.(a)(1)(ii) Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of DEMANDWARE, INC. at $75.00 NET PER SHARE Pursuant to the Offer to Purchase dated June 10, 2016 by DYNASTY ACQUISITION CORP., a wholly-owned subsidiary of SALESFORCE.COM, INC. THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JULY 8, 2016 (WHICH IS THE END OF

June 10, 2016 EX-99.(A)(1)(V)

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock DEMANDWARE, INC. $75.00 Net Per Share DYNASTY ACQUISITION CORP., a wholly-owned subsidiary SALESFORCE.COM, INC.

EX-99.(A)(1)(V) 6 d188876dex99a1v.htm EX-99.(A)(1)(V) Exhibit (a)(1)(v) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of DEMANDWARE, INC. at $75.00 Net Per Share by DYNASTY ACQUISITION CORP., a wholly-owned subsidiary of SALESFORCE.COM, INC. To Our Clients: Enclosed for your consideration are the Offer to Purchase dated June 10, 2016 (which, together with any amendments or supp

June 10, 2016 EX-99.(A)(5)(II)

Salesforce Commences Cash Tender Offer for All Shares of Demandware

EX-99.(A)(5)(II) 8 d188876dex99a5ii.htm EX-99.(A)(5)(II) Exhibit (a)(5)(ii) Media Contacts John Cummings Salesforce Investor Relations 415-778-4188 [email protected] Chi Hea Cho Salesforce Public Relations 415-281-5304 [email protected] Salesforce Commences Cash Tender Offer for All Shares of Demandware San Francisco, Calif.—June 10, 2016—Salesforce (NYSE: CRM), the Customer Success Plat

June 10, 2016 EX-99.(A)(1)(IV)

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock DEMANDWARE, INC. $75.00 Net Per Share DYNASTY ACQUISITION CORP., a wholly-owned subsidiary SALESFORCE.COM, INC.

EX-99.(a)(1)(iv) Exhibit (a)(1)(iv) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of DEMANDWARE, INC. at $75.00 Net Per Share by DYNASTY ACQUISITION CORP., a wholly-owned subsidiary of SALESFORCE.COM, INC. June 10, 2016 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Dynasty Acquisition Corp., a Delaware corporation (the ?Purchaser?), and a wholly-own

June 10, 2016 EX-99.(D)(3)

salesforce.com, inc. The Landmark @ One Market, Suite 300 San Francisco, CA 94105

EX-99.(D)(3) 10 d188876dex99d3.htm EX-99.(D)(3) Exhibit (d)(3) salesforce.com, inc. The Landmark @ One Market, Suite 300 San Francisco, CA 94105 May 28, 2016 Demandware, Inc. 5 Wall St. Burlington, MA 01803 USA Attn: Thomas Ebling, Chief Executive Officer Re: Exclusivity Ladies and Gentlemen: Demandware, Inc. (“Company”) and salesforce.com, inc. (“Purchaser”) wish to engage in negotiations regardi

June 10, 2016 EX-99.(A)(1)(III)

NOTICE OF GUARANTEED DELIVERY For Tender Shares of Common Stock DEMANDWARE, INC. Pursuant to the Offer to Purchase dated June 10, 2016 DYNASTY ACQUISITION CORP., a wholly-owned subsidiary SALESFORCE.COM, INC.

EX-99.(a)(1)(iii) Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY For Tender Shares of Common Stock of DEMANDWARE, INC. Pursuant to the Offer to Purchase dated June 10, 2016 of DYNASTY ACQUISITION CORP., a wholly-owned subsidiary of SALESFORCE.COM, INC. This form, or a substantially equivalent form, must be used to accept the Offer (as defined below) if the certificates for shares of common stoc

June 10, 2016 EX-99.(D)(2)

Demandware, Inc. 5 Wall Street Burlington, MA 01803 May 13, 2016

EX-99.(d)(2) Exhibit (d)(2) EXECUTION COPY Demandware, Inc. 5 Wall Street Burlington, MA 01803 May 13, 2016 Salesforce.com, Inc. The Landmark @ One Market, Suite 300 San Francisco, CA 94105 Attention: Burke Norton, Chief Legal Officer & Chief of Corporate and Government Affairs Gentlemen: 1. In connection with your consideration of a possible business combination transaction with Demandware, Inc.

June 10, 2016 EX-99.(A)(1)(I)

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock DEMANDWARE, INC. $75.00 Net Per Share DYNASTY ACQUISITION CORP., a wholly-owned subsidiary SALESFORCE.COM, INC. THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW Y

EX-99.(a)(1)(i) Table of Contents Exhibit (a)(1)(i) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of DEMANDWARE, INC. at $75.00 Net Per Share by DYNASTY ACQUISITION CORP., a wholly-owned subsidiary of SALESFORCE.COM, INC. THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JULY 8, 2016 (WHICH IS THE END OF THE DAY ON FRIDAY, JULY 8,

June 10, 2016 EX-99.(A)(1)(VI)

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock Demandware, Inc. $75.00 Net Per Share Dynasty Acquisition Corp., a wholly-owned subsidiary of salesforce.com, inc.

EX-99.(a)(1)(vi) Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated June 10, 2016, and the related Letter of Transmittal and any amendments or supplements thereto and is being made to all holders of Shares. The Offer is not being made to (n

June 10, 2016 SC TO-T

Demandware SC TO-T

SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 DEMANDWARE, INC. (Name of subject company (Issuer)) DYNASTY ACQUISITION CORP. a wholly-owned subsidiary of SALESFORCE.COM, INC. (Name of Filing Persons (Offerors)) Common Stock, par value $0.01 pe

June 9, 2016 EX-10.1

FIRST AMENDMENT TO LEASE

EX-10.1 2 d196018dex101.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO LEASE This First Amendment to Lease (the “First Amendment”) is entered into as of this 6th day of June, 2016 (the “Effective Date”), by and between PIEDMONT 5 WALL STREET BURLINGTON, LLC, a Delaware limited liability company (as successor in interest to Burlington Office Park V Limited Partnership, “Landlord”), and DEMANDWARE, INC

June 9, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d196018d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2016 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Co

June 2, 2016 SC TO-C

Demandware SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Demandware, Inc. (Name of Subject Company (Issuer)) Dynasty Acquisition Corp. (Name of Filing Persons (Offerors)) a wholly owned subsidiary of salesforce.com, inc. (Name of Filing Persons (Offeror

June 2, 2016 EX-99.1

THOMSON REUTERS STREETEVENTS

EX-99.1 Exhibit 99.1 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT CRM?Salesforce.com Inc to Acquire Demandware Inc -M&A Call EVENT DATE/TIME: JUNE 01, 2016 / 12:00PM GMT OVERVIEW: On 06/01/16, CRM announced that they have agreed to acquire Demandware for approx. $2.8b net of cash received. THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ?2016 Thomson Reuters. All rights reserved

June 2, 2016 EX-99.2

Salesforce’s Billion Dollar Cloud Deal June 1, 2016

EX-99.2 Exhibit 99.2 Salesforce?s Billion Dollar Cloud Deal June 1, 2016 Corporate Speakers ? Marc Benioff; Salesforce.com; CEO, Chairman of the Board PRESENTATION Jim Cramer: Salesforce announcing a deal this morning; agreeing to acquire Demandware for $2.8 billion. Well lucky enough Mark Benioff, Mr. Salesforce, happens to be in New York, so we got a good chance to talk to you. Why do you need D

June 1, 2016 SC14D9C

Demandware SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 DEMANDWARE, INC. (Name of Subject Company) DEMANDWARE, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title Class of Securities) 24802Y 105 (CUSIP Number of

June 1, 2016 EX-99.1

1

EX-99.1 Exhibit 99.1 Demandware Employee FAQ: Salesforce signs definitive agreement to acquire Demandware 1. What was announced? We have announced that Demandware has entered into an agreement to be acquired by Salesforce in a transaction worth approximately $2.8 billion (net of cash acquired), or $75.00 per share, in cash. When the transaction closes, Demandware will become the Salesforce Commerc

June 1, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d201188d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2016 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Co

June 1, 2016 EX-99.3

Demandware Blog Post

EX-99.3 4 d201188dex993.htm EX-99.3 Exhibit 99.3 Demandware Blog Post Title: Salesforce Signs Definitive Agreement to Acquire Demandware Today, I am pleased to share the news that Salesforce has signed a definitive agreement to acquire Demandware! This is a compelling transaction for Demandware, providing significant value for clients, partners, employees and shareholders. We believe that Salesfor

June 1, 2016 EX-99.2

Event Type: Acquisition of Demandware Inc by Salesforce.com Inc Call

EX-99.2 3 d201188dex992.htm EX-99.2 Exhibit 99.2 Event Type: Acquisition of Demandware Inc by Salesforce.com Inc Call Date: 2016-06-01 Company: salesforce.com, inc. Ticker: CRM COMPANY PARTICIPANTS John Cummings Keith G. Block Thomas D. Ebling Mark J. Hawkins Tom Ebling Alex Dayon Unverified Participant Parker Harris OTHER PARTICIPANTS Keith Weiss – Analyst Alex Zukin – Analyst Kirk Materne – Anal

June 1, 2016 EX-99.2

Email from Marc and Alex to All Salesforce

EX-99.2 3 d127507dex992.htm EX-99.2 Exhibit 99.2 Email from Marc and Alex to All Salesforce Subject line: Salesforce Signs Definitive Agreement to Acquire Demandware , We are excited to announce that Salesforce has signed a definitive agreement to acquire Demandware, the industry-leading provider of enterprise cloud commerce solutions. The acquisition will extend our Customer Success Platform and

June 1, 2016 EX-99.4

Salesforce Signs Definitive Agreement to Acquire Demandware

EX-99.4 5 d127507dex994.htm EX-99.4 Exhibit 99.4 Salesforce Signs Definitive Agreement to Acquire Demandware By Alex Dayon Today, we’re thrilled to announce Salesforce has signed a definitive agreement to acquire Demandware, the industry’s leading enterprise cloud commerce platform that enables brands to deliver unified, personalized experiences for consumers across every touchpoint. Salesforce’s

June 1, 2016 SC TO-C

Demandware SC TO-C

SC TO-C 1 d127507dsctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Demandware, Inc. (Name of Subject Company (Issuer)) Dynasty Acquisition Corp. (Name of Filing Persons (Offerors)) a wholly owned subsidiary of salesforce.com, inc. (Nam

June 1, 2016 EX-99.1

FAQs ARE FOR INTERNAL USE ONLY — VERBAL DELIVERY ONLY

EX-99.1 Exhibit 99.1 FAQ FAQs ARE FOR INTERNAL USE ONLY ? VERBAL DELIVERY ONLY General Who is Demandware? Demandware is the industry?s leading enterprise cloud commerce platform that enables leading brands to deliver unified, personalized experiences for consumers across every touchpoint. Who are Demandware?s customers? Leading global brands including Design Within Reach, Lands? End, L?Oreal and M

June 1, 2016 EX-99.3

Email from Marc and Alex to All Demandware

EX-99.3 Exhibit 99.3 Email from Marc and Alex to All Demandware Subject line: We look forward to welcoming you to Salesforce! Aloha, Following Tom?s email, we are excited to connect with all of you about today?s news that Salesforce has entered into an agreement to acquire Demandware. Each and every one of you has contributed to a phenomenal company?the pioneer and leader in enterprise cloud comme

June 1, 2016 SC TO-C

Demandware FORM 8-K

SC TO-C 1 d203993d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 31, 2016 Date of Report (date of earliest event reported) SALESFORCE.COM, INC. (Exact name of Registrant as specified in charter) Delaware 001-32224 94-3320693 (State or other jurisdiction of inc

June 1, 2016 EX-10.1

Project Champagne Commitment Letter

EX-10.1 3 d203993dex101.htm EX-10.1 Exhibit 10.1 May 31, 2016 salesforce.com, inc. The Landmark @ One Market Suite 300 San Francisco, California 94105 Attention: Joachim Wettermark Project Champagne Commitment Letter Ladies and Gentlemen: salesforce.com, inc., a Delaware corporation (“you” or the “Borrower”) has advised Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated a

June 1, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among DEMANDWARE, INC., DYNASTY ACQUISITION CORP., SALESFORCE.COM, INC. Dated as of May 31, 2016 TABLE OF CONTENTS Page ARTICLE I The Cash Tender Offer 1 1.1 The Offer 1 1.2 Company Actions 4 ARTICLE II THE MERGER

EX-2.1 2 d203993dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among DEMANDWARE, INC., DYNASTY ACQUISITION CORP., and SALESFORCE.COM, INC. Dated as of May 31, 2016 TABLE OF CONTENTS Page ARTICLE I The Cash Tender Offer 1 1.1 The Offer 1 1.2 Company Actions 4 ARTICLE II THE MERGER 5 2.1 The Merger; No Vote of Stockholders 5 2.2 Effective Time of the Merger 5 2.3

June 1, 2016 EX-99.1

Salesforce Signs Definitive Agreement to Acquire Demandware With Demandware, Salesforce, the #1 CRM, will extend its Customer Success Platform with new Salesforce Commerce Cloud Demandware is the global cloud leader in the multi-billion dollar digita

EX-99.1 4 d203993dex991.htm EX-99.1 Exhibit 99.1 Media Contacts Gina Sheibley VP Corporate Communications, Salesforce [email protected] (917) 297-8988 John Cummings VP of Investor Relations Salesforce [email protected] (415) 866-6628 Jim Hillier VP of Investor Relations, Demandware [email protected] (781) 425-7675 Press Release Salesforce Signs Definitive Agreement to Acquire D

June 1, 2016 SC14D9C

Demandware SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 DEMANDWARE, INC. (Name of Subject Company) DEMANDWARE, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title Class of Securities) 24802Y 105 (CUSIP Number of Class of

June 1, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among DEMANDWARE, INC., DYNASTY ACQUISITION CORP., SALESFORCE.COM, INC. Dated as of May 31, 2016 TABLE OF CONTENTS Page ARTICLE I The Cash Tender Offer 2 1.1 The Offer. 2 1.2 Company Actions. 5 ARTICLE II THE MERGE

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among DEMANDWARE, INC., DYNASTY ACQUISITION CORP., and SALESFORCE.COM, INC. Dated as of May 31, 2016 TABLE OF CONTENTS Page ARTICLE I The Cash Tender Offer 2 1.1 The Offer. 2 1.2 Company Actions. 5 ARTICLE II THE MERGER 6 2.1 The Merger; No Vote of Stockholders. 6 2.2 Effective Time of the Merger. 7 2.3 Closing. 7 2.4 Effects of the Merger. 7

June 1, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d160431d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2016 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Co

June 1, 2016 EX-99.1

Salesforce Signs Definitive Agreement to Acquire Demandware With Demandware, Salesforce, the #1 CRM, will extend its Customer Success Platform with new Salesforce Commerce Cloud Demandware is the global cloud leader in the multi-billion dollar digita

EX-99.1 Exhibit 99.1 Salesforce Signs Definitive Agreement to Acquire Demandware With Demandware, Salesforce, the #1 CRM, will extend its Customer Success Platform with new Salesforce Commerce Cloud Demandware is the global cloud leader in the multi-billion dollar digital commerce market Leading global brands including Design Within Reach, Lands? End, L?Oreal and Marks & Spencer rely on Demandware

June 1, 2016 EX-3.1

AMENDED AND RESTATED BY-LAWS DEMANDWARE, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting an

EX-3.1 3 d160431dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF DEMANDWARE, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Nomination of Directors 3 1.11 Notice of Business at Annual M

May 24, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 dwre-8k20160518.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2016 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation

May 24, 2016 EX-99.1

DEMANDWARE, INC. AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN As amended, May 18, 2016

EX-99.1 2 dwre-ex99115.htm EX-99.1 Exhibit 99.1 DEMANDWARE, INC. AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN As amended, May 18, 2016 1.Purpose The purpose of this Amended and Restated 2012 Stock Incentive Plan (the “Plan”) of Demandware, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain

April 28, 2016 EX-10.1

DEMANDWARE, INC. Incentive Stock Option Agreement Granted Under 2012 Stock Incentive Plan

EX-10.1 2 dwre-ex101118.htm EX-10.1 Exhibit 10.1 DEMANDWARE, INC. Incentive Stock Option Agreement Granted Under 2012 Stock Incentive Plan 1. Grant of Option. This agreement evidences the grant by Demandware, Inc., a Delaware corporation (the “Company”), on , 20 (the “Grant Date”) to , an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provi

April 27, 2016 10-Q

DEMANDWARE 10-Q (Quarterly Report)

dwre-10q20160331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

April 27, 2016 EX-99.1

Demandware Announces First Quarter 2016 Financial Results Subscription Revenue Grows 31% on a Reported Basis and 33% on a Constant Currency Basis, Company Increases Full-Year Guidance for Total Revenue, Operating Income and Net Income

EX-99.1 2 dwre-ex9916.htm EX-99.1 Exhibit 99.1 Demandware Announces First Quarter 2016 Financial Results Subscription Revenue Grows 31% on a Reported Basis and 33% on a Constant Currency Basis, Company Increases Full-Year Guidance for Total Revenue, Operating Income and Net Income Burlington, Mass. – April 27, 2016 – Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud

April 27, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

dwre-8k20160427.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2016 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Co

April 1, 2016 DEF 14A

DEMANDWARE DEF 14A

DEF 14A 1 dwre-def14a20160518.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary

February 26, 2016 10-K

DEMANDWARE 10-K (Annual Report)

dwre-10k20151231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35450 DEMANDWARE, INC. (Exact n

February 26, 2016 EX-10.15

DEMANDWARE, INC. INDEMNIFICATION AGREEMENT

EX-10.15 2 dwre-ex10151513.htm EX-10.15 Exhibit 10.15 DEMANDWARE, INC. INDEMNIFICATION AGREEMENT This Agreement is made as of the day of , 20 by and between Demandware, Inc., a Delaware corporation (the “Corporation”), and (the “Indemnitee”), a director or officer of the Corporation. WHEREAS, it is essential to the Corporation to retain and attract as directors and officers the most capable person

February 26, 2016 EX-21.1

Jurisdiction of Incorporation/Organization

EX-21.1 3 dwre-ex2116.htm EX-21.1 Exhibit 21.1 Name Jurisdiction of Incorporation/Organization Demandware Securities Corp. Massachusetts Demandware Hong Kong Limited+ Hong Kong Demandware E-Commerce (Shanghai) Ltd* China Demandware Australia Pty Ltd.* Australia Demandware UK Limited United Kingdom Demandware GmbH Germany Demandware S.A.R.L France CQuotient, Inc. Delaware Tomax Corporation Delaware

February 12, 2016 SC 13G/A

DWRE / Demandware Inc. / Schambach Stephan - SC 13G/A Passive Investment

SC 13G/A 1 d135611dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Demandware, Inc. (Name of Issuer) Common Stock, $0.01 par valu

February 11, 2016 SC 13G/A

DWRE / Demandware Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 demandwareinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Demandware Inc Title of Class of Securities: Common Stock CUSIP Number: 24802Y105 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rule pursuant to which

February 9, 2016 EX-99.1

Demandware Announces Fourth Quarter and Year End 2015 Financial Results Robust Pipeline and 2016 Launch of New, Differentiated Technologies Support Continued Momentum

EX-99.1 2 dwre-ex9916.htm EX-99.1 Exhibit 99.1 Demandware Announces Fourth Quarter and Year End 2015 Financial Results Robust Pipeline and 2016 Launch of New, Differentiated Technologies Support Continued Momentum Burlington, Mass. – February 9, 2016 – Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerce solutions, today announced financial results for its fou

February 9, 2016 SC 13G/A

DWRE / Demandware Inc. / FRANKLIN RESOURCES INC Passive Investment

SC 13G/A 1 dema15a1.htm CUSIP NO. 24802Y105 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DEMANDWARE, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 24802Y105 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this

February 9, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 dwre-8k20160209.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2016 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorp

February 1, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present, that the undersigned hereby makes, constitutes and appoints each of Kathleen B.

January 29, 2016 EX-99.1

Demandware Adds to Board of Directors with the Appointment of Linda Crawford Lawrence Bohn retires from Board

dwre-ex9916.htm Exhibit 99.1 Demandware Adds to Board of Directors with the Appointment of Linda Crawford Lawrence Bohn retires from Board Burlington, Mass. – January 29, 2016 – Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerce solutions, today announced that Linda Crawford has been appointed to the company’s Board of Directors. As the former Executive Vice

January 29, 2016 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 dwre-8k20160126.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2016 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorpora

November 19, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d88894d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2015 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporati

November 19, 2015 EX-99.1

Welcome James Hillier, Vice President of Investor Relations © 2015 Demandware. All product and company names and logos are trademarks™ or registered® trademarks of their respective holders.

EX-99.1 November 19, 2015 2015 Investor Day © 2015 Demandware. All product and company names and logos are trademarks™ or registered® trademarks of their respective holders. Exhibit 99.1 Welcome James Hillier, Vice President of Investor Relations © 2015 Demandware. All product and company names and logos are trademarks™ or registered® trademarks of their respective holders. Agenda Accelerating Ret

November 2, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 dwre-8k20151102.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2015 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorp

November 2, 2015 EX-99.1

Demandware Announces Third Quarter 2015 Financial Results 39% GAAP Subscription Revenue Growth, 47% Growth on a Constant Currency Basis

dwre-ex9916.htm Exhibit 99.1 Demandware Announces Third Quarter 2015 Financial Results 39% GAAP Subscription Revenue Growth, 47% Growth on a Constant Currency Basis Burlington, Mass. ? November 2, 2015 ? Demandware?, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerce solutions, today announced financial results for its third quarter ended September 30, 2015. Third Quarte

August 4, 2015 EX-99.1

Demandware Announces Second Quarter 2015 Financial Results 36% Subscription Revenue Growth, 43% Growth on a Constant Currency Basis

EX-99.1 2 a51155283ex991.htm EXHIBIT 99.1 Exhibit 99.1 Demandware Announces Second Quarter 2015 Financial Results 36% Subscription Revenue Growth, 43% Growth on a Constant Currency Basis BURLINGTON, Mass.-(BUSINESS WIRE)-August 4, 2015-Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerce solutions, today announced financial results for its second quarter ended

August 4, 2015 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present, that the undersigned hereby makes, constitutes and appoints each of Kathleen B.

August 4, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a51155283.htm DEMANDWARE, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2015 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction

August 4, 2015 EX-24

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present that the undersigned hereby makes, constitutes and appoints each of Stacy D.

July 20, 2015 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a51145397.htm DEMANDWARE, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2015 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction o

July 20, 2015 EX-99.1

Demandware Announces Change to its Board of Directors

EX-99.1 2 a51145397ex991.htm EXHIBIT 99.1 Exhibit 99.1 Demandware Announces Change to its Board of Directors BURLINGTON, Mass.-(BUSINESS WIRE)-July 20, 2015-Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerce solutions, today announced that Stephan Schambach is stepping down from the Demandware Board of Directors. Most recently, Mr. Schambach served as Chairm

May 27, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

8-K 1 d933308d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2015 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation

May 7, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a51097218.htm DEMANDWARE, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2015 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of

May 7, 2015 EX-99.1

Demandware Announces First Quarter 2015 Financial Results 45 Percent Increase in Subscription Revenue

EX-99.1 2 a51097218ex991.htm EXHIBIT 99.1 Exhibit 99.1 Demandware Announces First Quarter 2015 Financial Results 45 Percent Increase in Subscription Revenue BURLINGTON, Mass.-(BUSINESS WIRE)-May 7, 2015-Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerce solutions, today announced strong financial results for its first quarter ended March 31, 2015. First Quar

April 2, 2015 DEF 14A

Demandware NOTICE AND PROXY

Notice and Proxy Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 19, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a51042959.htm DEMANDWARE, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2015 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdicti

February 19, 2015 EX-99.1

Demandware Announces Record Fourth Quarter and Year End 2014 Financial Results Record fourth quarter subscription revenue of $49.2 million, a 47% increase year over year and 50% on a constant currency basis Record number of customers and sites go liv

EX-99.1 2 a51042959ex991.htm EXHIBIT 99.1 Exhibit 99.1 Demandware Announces Record Fourth Quarter and Year End 2014 Financial Results Record fourth quarter subscription revenue of $49.2 million, a 47% increase year over year and 50% on a constant currency basis Record number of customers and sites go live on Demandware Commerce Cloud platform BURLINGTON, Mass.-(BUSINESS WIRE)-February 19, 2015-Dem

February 13, 2015 SC 13G/A

DWRE / Demandware Inc. / General Catalyst Group Iv Lp - SC 13G/A Passive Investment

SC 13G/A 1 d873099dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Demandware, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 24802 Y 10 5 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check th

February 13, 2015 EX-99.2

POWER OF ATTORNEY

EX-99.2 3 d873099dex992.htm EX-2 CUSIP No. 24802 Y 10 5 EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints William J. Fitzgerald, Christopher McCain and Mark Allen, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments,

February 13, 2015 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d873099dex991.htm EX-1 CUSIP No. 24802 Y 10 5 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Demandware, Inc. EXECUTED this 12th day of Februar

February 10, 2015 SC 13G

DWRE / Demandware Inc. / VANGUARD GROUP INC Passive Investment

demandwareinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Demandware Inc Title of Class of Securities: Common Stock CUSIP Number: 24802Y105 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to desi

February 9, 2015 CORRESP

DWRE / Demandware Inc. CORRESP - -

CORRESP 1 filename1.htm February 9, 2015 By Electronic Submission Mr. Patrick Gilmore Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Demandware, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 3, 2014 SEC File No. 001-35450 Dear Mr. Gilmore: Set forth below, please find the response of Demand

February 9, 2015 SC 13G

DWRE / Demandware Inc. / FRANKLIN RESOURCES INC Passive Investment

SC 13G 1 dema14in.htm CUSIP NO. 24802Y105 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DEMANDWARE, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 24802Y105 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Sta

January 20, 2015 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K/A 1 d854808d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 12, 2015 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Juri

January 13, 2015 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d850840d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 12, 2015 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation

January 12, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among DEMANDWARE, INC., AUGUSTA AC CORP., TOMAX CORPORATION SOLELY IN HIS CAPACITY AS COMPANY EQUITYHOLDER REPRESENTATIVE, WILLIAM KENNEDY Dated as of January 9, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1

EX-2.1 2 d850370dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among DEMANDWARE, INC., AUGUSTA AC CORP., TOMAX CORPORATION and SOLELY IN HIS CAPACITY AS COMPANY EQUITYHOLDER REPRESENTATIVE, WILLIAM KENNEDY Dated as of January 9, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 Effective Time of the Merger 1 1.2 Closing; Actions at the Closing 2 1.3 Effects

January 12, 2015 EX-99.1

Demandware to Acquire Point-of-Sale Solutions Provider Tomax Accelerates One Platform strategy by extending reach deeper into the store

EX-99.1 3 d850370dex991.htm EX-99.1 Exhibit 99.1 Demandware to Acquire Point-of-Sale Solutions Provider Tomax Accelerates One Platform strategy by extending reach deeper into the store BURLINGTON, Mass.—January 12, 2015— Demandware® Inc. (NYSE: DWRE) the industry-leading provider of enterprise cloud commerce solutions, today announced that it has agreed to acquire Tomax, an enterprise cloud softwa

January 12, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d850370d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 9, 2015 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorpora

January 7, 2015 CORRESP

DWRE / Demandware Inc. CORRESP - -

CORRESP 1 filename1.htm January 7, 2015 By Electronic Submission Mr. Patrick Gilmore Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Demandware, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 3, 2014 SEC File No. 001-35450 Dear Mr. Gilmore: Set forth below, please find the response of Demandw

December 16, 2014 CORRESP

DWRE / Demandware Inc. CORRESP - -

CORRESP 1 filename1.htm December 16, 2014 By Electronic Submission Mr. Patrick Gilmore Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Demandware, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 3, 2014 SEC File No. 001-35450 Dear Mr. Gilmore: Thank you for your letter dated December 3, 2014

November 4, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2014 DEMANDWARE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 4, 2014 EX-99.1

Demandware Announces Third Quarter 2014 Financial Results Greater than 50% Subscription Revenue Growth More than 1,000 Live Sites Powered by Demandware Commerce Cloud Global Operations Expanded into Japan

EX-99.1 2 a50975684ex991.htm EXHIBIT 99.1 Exhibit 99.1 Demandware Announces Third Quarter 2014 Financial Results Greater than 50% Subscription Revenue Growth More than 1,000 Live Sites Powered by Demandware Commerce Cloud Global Operations Expanded into Japan BURLINGTON, Mass.-(BUSINESS WIRE)-November 4, 2014-Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerc

October 30, 2014 CORRESP

DWRE / Demandware Inc. CORRESP - -

Response Letter October 30, 2014 By Electronic Submission Mr. Patrick Gilmore Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Demandware, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 3, 2014 SEC File No. 001-35450 Dear Mr. Gilmore: Set forth below, please find the response of Demandware, In

September 19, 2014 CORRESP

DWRE / Demandware Inc. CORRESP - -

September 19, 2014 By Electronic Submission Mr. Patrick Gilmore Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Demandware, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 3, 2014 SEC File No. 001-35450 Dear Mr. Gilmore: Set forth below, please find the response of Demandware, Inc. (the “Compa

September 11, 2014 8-K/A

Submission of Matters to a Vote of Security Holders

8-K/A 1 d787944d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2013 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdictio

August 5, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a50918541.htm DEMANDWARE, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2014 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of

August 5, 2014 EX-99.1

Demandware Announces Second Quarter 2014 Financial Results 56% Subscription Revenue Growth

Exhibit 99.1 Demandware Announces Second Quarter 2014 Financial Results 56% Subscription Revenue Growth BURLINGTON, Mass.-(BUSINESS WIRE)-August 5, 2014-Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerce solutions, today announced strong financial results for its second quarter ended June 30, 2014. Second Quarter Highlights Subscription revenue for the secon

August 5, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2014 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

May 21, 2014 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d731053d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2014 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Co

May 6, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a50858122.htm DEMANDWARE, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2014 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Inc

May 6, 2014 EX-99.1

Demandware Announces First Quarter 2014 Financial Results 58 Percent Subscription Revenue Increase Driven by Strong Customer Growth Record Number of Large New Contracts Signed with Leading Enterprise-Scale Retail Brands

Exhibit 99.1 Demandware Announces First Quarter 2014 Financial Results 58 Percent Subscription Revenue Increase Driven by Strong Customer Growth Record Number of Large New Contracts Signed with Leading Enterprise-Scale Retail Brands BURLINGTON, Mass.-(BUSINESS WIRE)-May 6, 2014-Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerce solutions, today announced str

May 5, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d723513d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2014 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation)

May 5, 2014 EX-99.1

Demandware Names Timothy Adams Chief Financial Officer Accomplished Finance Leader to Join Executive Team

EX-99.1 2 d723513dex991.htm EX-99.1 Exhibit 99.1 Demandware Names Timothy Adams Chief Financial Officer Accomplished Finance Leader to Join Executive Team Burlington, Mass. – May 1, 2014 – Demandware®, Inc. (NYSE: DWRE), the industry’s leading provider of enterprise cloud commerce solutions, today announced that Timothy M. Adams, will join the company as Chief Financial Officer effective June 2, 2

April 3, 2014 DEF 14A

- DEF 14A

DEF 14A 1 d657927ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨

March 3, 2014 S-8

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on March 3, 2014 Registration No.

February 14, 2014 SC 13G/A

DWRE / Demandware Inc. / General Catalyst Group Iv Lp - SC 13G/A Passive Investment

SC 13G/A 1 d677512dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Demandware, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 24802 Y 10 5 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check th

February 14, 2014 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d677512dex991.htm EX-1 CUSIP No. 24802 Y 10 5 Page 19 of 22 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Demandware, Inc. EXECUTED this 11th

February 14, 2014 EX-99.2

MEMBERS OF EACH GROUP

EX-99.2 3 d677512dex992.htm EX-2 CUSIP No. 24802 Y 10 5 Page 22 of 22 Exhibit 2 MEMBERS OF EACH GROUP Group I General Catalyst Group IV, L.P. GC Entrepreneurs Fund IV, L.P. Group II General Catalyst Group III, L.P. GC Entrepreneurs Fund III, L.P.

February 14, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2014 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission Fi

February 13, 2014 SC 13G

DWRE / Demandware Inc. / Schambach Stephan - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No.

February 11, 2014 EX-99.1

Demandware Announces Record Fourth Quarter and Year End 2013 Financial Results Record fourth quarter subscription revenue of $33.5 million, a 47% comparable increase year over year Record fourth quarter total revenue of $35.5 million, a 42% comparabl

EX-99.1 2 a50801448ex991.htm EXHIBIT 99.1 Exhibit 99.1 Demandware Announces Record Fourth Quarter and Year End 2013 Financial Results Record fourth quarter subscription revenue of $33.5 million, a 47% comparable increase year over year Record fourth quarter total revenue of $35.5 million, a 42% comparable increase year over year Contract backlog reached $349 million, a 67% increase over 2012 BURLI

February 11, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a50801448.htm DEMANDWARE, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2014 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction

February 11, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2014 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission File Number

February 11, 2014 EX-99.1

Demandware Announces CFO Transition

EX-99.1 2 d673246dex991.htm EX-99.1 Exhibit 99.1 Demandware Announces CFO Transition Burlington, Mass. – February 11, 2014 - Demandware®, Inc. (NYSE: DWRE), the industry’s leading provider of enterprise cloud commerce solutions, today announced that Scott Dussault, Executive Vice President, Chief Financial Officer of Demandware, plans to transition from the company to pursue other career opportuni

January 22, 2014 SC 13G/A

DWRE / Demandware Inc. / NBVM GP, LLC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1 – Exit Filing) DEMANDWARE, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 24802Y105 (CUSIP Number) Dec

November 20, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d631703d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2013 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorpor

November 20, 2013 EX-1.1

Demandware, Inc. Common Stock, par value $0.01 per share Underwriting Agreement

EX-1.1 2 d631703dex11.htm EX-1.1 Exhibit 1.1 Demandware, Inc. Common Stock, par value $0.01 per share Underwriting Agreement November 19, 2013 Goldman, Sachs & Co. 200 West Street New York, New York 10282 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Demandwar

November 20, 2013 424B5

3,310,098 Shares Common Stock

Prospectus Supplement Table of Contents Filed pursuant to Rule 424(b)(5) Registration No.

November 20, 2013 EX-99.1

Demandware Announces Pricing of Public Offering of Common Stock

EX-99.1 4 d631703dex991.htm EX-99.1 Exhibit 99.1 Demandware Announces Pricing of Public Offering of Common Stock Burlington, Mass. – November 19, 2013 – Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerce solutions, today announced the pricing of an underwritten registered public offering of 3,310,098 shares of its common stock at a price of $57.00 per share

November 18, 2013 424B5

Subject to Completion. Dated November 18, 2013.

Preliminary Prospectus Supplement Table of Contents Filed pursuant to Rule 424(b)(5) Registration No.

November 18, 2013 S-3ASR

- FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on November 18, 2013 Registration No.

November 5, 2013 EX-99.1

Demandware Announces Third Quarter 2013 Financial Results Record Number of New Live Customer and New Live Site Launches Enterprise Scale Retailers Continue to Turn to the Cloud for Digital Commerce

EX-99.1 2 a50743435-ex991.htm EXHIBIT 99.1 Exhibit 99.1 Demandware Announces Third Quarter 2013 Financial Results Record Number of New Live Customer and New Live Site Launches Enterprise Scale Retailers Continue to Turn to the Cloud for Digital Commerce BURLINGTON, Mass.-(BUSINESS WIRE)-November 5, 2013-Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerce solu

November 5, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a50743435.htm DEMANDWARE, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2013 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction o

September 20, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2013 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 6, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2013 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

August 6, 2013 EX-99.1

Demandware Announces Second Quarter 2013 Financial Results Comparable Subscription Revenue Growth of 52% Driven by Customer Expansion

Exhibit 99.1 Demandware Announces Second Quarter 2013 Financial Results Comparable Subscription Revenue Growth of 52% Driven by Customer Expansion BURLINGTON, Mass.-(BUSINESS WIRE)-August 6, 2013-Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerce solutions, today announced strong financial results for its second quarter ended June 30, 2013. Second Quarter Hi

May 30, 2013 S-8

- FORM S-8

As filed with the Securities and Exchange Commission on May 30, 2013 Registration No.

May 29, 2013 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d546323d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2013 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation

May 7, 2013 EX-99.1

Demandware Announces First Quarter 2013 Financial Results Comparable Subscription Revenue Growth of 55 Percent Strong Momentum with Large Enterprise Customers

EX-99.1 2 a50626271ex991.htm EXHIBIT 99.1 Exhibit 99.1 Demandware Announces First Quarter 2013 Financial Results Comparable Subscription Revenue Growth of 55 Percent Strong Momentum with Large Enterprise Customers BURLINGTON, Mass.-(BUSINESS WIRE)-May 7, 2013-Demandware®, Inc. (NYSE: DWRE), the industry-leading provider of enterprise cloud commerce solutions, today announced strong financial resul

May 7, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2013 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

April 12, 2013 DEF 14A

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 15, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2013 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission File Number

February 14, 2013 EX-99.1

JOINT FILING AGREEMENT

EX-1 CUSIP No. 24802 Y 10 5 Page 1 9 of 22 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Demandware, Inc. EXECUTED this 13th day of February, 2013 GENER

February 14, 2013 SC 13G

DWRE / Demandware Inc. / General Catalyst Group Iv Lp - SC 13G Passive Investment

SC 13G 1 d486624dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Demandware, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 24802 Y 10 5 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appr

February 14, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - DEMANDWARE, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2013 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) (Exact name of registrant as specified in its charter) Delaware 001-35450 20-0982939 (State or Other

February 14, 2013 EX-99.1

Demandware Announces Fourth Quarter and Year End 2012 Financial Results Record fourth quarter subscription revenue of $22.9 million, a 40% increase year over year Record fourth quarter total revenue of $26.3 million, a 41% increase year over year

Exhibit 99.1 Demandware Announces Fourth Quarter and Year End 2012 Financial Results Record fourth quarter subscription revenue of $22.9 million, a 40% increase year over year Record fourth quarter total revenue of $26.3 million, a 41% increase year over year BURLINGTON, Mass.-(BUSINESS WIRE)-February 14, 2013-Demandware®, Inc. (NYSE: DWRE), the industry’s leading provider of enterprise cloud comm

February 14, 2013 EX-99.2

MEMBERS OF EACH GROUP

EX-2 CUSIP No. 24802 Y 10 5 Page 22 of 22 Exhibit 2 MEMBERS OF EACH GROUP Group I General Catalyst Group IV, L.P. GC Entrepreneurs Fund IV, L.P. Group II General Catalyst Group III, L.P. GC Entrepreneurs Fund III, L.P.

February 14, 2013 SC 13G

DWRE / Demandware Inc. / NBVM GP, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 d483254dsc13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 ( Amendment No.) DEMANDWARE, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 24802Y105 (C

January 29, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d475826d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2013 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorpora

January 22, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2013 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission File Number)

December 14, 2012 8-K

Regulation FD Disclosure - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2012 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission Fi

November 6, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a50466771.htm DEMANDWARE, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2012 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) (Exact name of registrant as specified in its charter) Delaw

November 6, 2012 EX-99.1

Demandware Announces Third Quarter 2012 Financial Results Execution of Land and Expand Strategy Generates 45% Subscription Revenue Growth

Exhibit 99.1 Demandware Announces Third Quarter 2012 Financial Results Execution of Land and Expand Strategy Generates 45% Subscription Revenue Growth BURLINGTON, Mass.-(BUSINESS WIRE)-November 6, 2012-Demandware®, Inc. (NYSE: DWRE), a leader in on-demand ecommerce, today announced financial results for its third quarter ended September 30, 2012. Third Quarter Highlights Total revenue for the thir

September 27, 2012 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2012 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 7, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a50368227.htm DEMANDWARE, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2012 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) (Exact name of registrant as specified in its charter) Delawar

August 7, 2012 EX-99.1

Demandware Announces Second Quarter 2012 Financial Results Strong Customer Growth and New Customer Launches Drive 47% Subscription Revenue Increase Large Scale Retailers and Branded Manufacturers Continue to Embrace Demandware’s SaaS Solution

EX-99.1 2 a50368227ex991.htm EXHIBIT 99.1 Exhibit 99.1 Demandware Announces Second Quarter 2012 Financial Results Strong Customer Growth and New Customer Launches Drive 47% Subscription Revenue Increase Large Scale Retailers and Branded Manufacturers Continue to Embrace Demandware’s SaaS Solution BURLINGTON, Mass.-(BUSINESS WIRE)-August 7, 2012-Demandware®, Inc., (NYSE: DWRE) a leader in on-demand

July 26, 2012 8-K

Entry into a Material Definitive Agreement - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2012 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission File N

July 25, 2012 8-K

Regulation FD Disclosure - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2012 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission File N

May 8, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a50268433.htm DEMANDWARE, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2012 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Inc

May 8, 2012 EX-99.1

Demandware Announces First Quarter 2012 Financial Results Strength of SaaS Business Model Demonstrated by Year-over-Year Growth in Subscription Revenue

EX-99.1 2 a50268433ex991.htm EXHIBIT 99.1 Exhibit 99.1 Demandware Announces First Quarter 2012 Financial Results Strength of SaaS Business Model Demonstrated by Year-over-Year Growth in Subscription Revenue BURLINGTON, Mass.-(BUSINESS WIRE)-May 8, 2012-Demandware®, Inc. (NYSE: DWRE), a leader in on-demand ecommerce, today announced strong financial results for its first quarter ended March 31, 201

March 29, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2012 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

March 29, 2012 EX-10.1

2012 Executive Sales Compensation Plan

EX-10.1 2 d321202dex101.htm DEMANDWARE, INC. 2012 EXECUTIVE SALES COMPENSATION PLAN Exhibit 10.1 2012 Executive Sales Compensation Plan 1 OVERVIEW This Executive Sales Compensation Plan (“Plan”) for Demandware, Inc. (“Demandware” or the “Company”) is established to provide equitable and financially attractive earnings opportunities for the Executive Vice President, Field Operations (“EVP Field Ops

March 20, 2012 EX-3.1

RESTATED CERTIFICATE OF INCORPORATION DEMANDWARE, INC. (originally incorporated as SSE Holdings, Inc. on February 18, 2004)

EX-3.1 2 d310820dex31.htm RESTATED CERTIFICATE OF INCORPORATION OF DEMANDWARE, INC. Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF DEMANDWARE, INC. (originally incorporated as SSE Holdings, Inc. on February 18, 2004) FIRST: The name of the Corporation is Demandware, Inc. (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Tr

March 20, 2012 EX-3.2

AMENDED AND RESTATED BY-LAWS DEMANDWARE, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 3 1.8 Voting and

EX-3.2 3 d310820dex32.htm AMENDED AND RESTATED BY-LAWS OF DEMANDWARE, INC. Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF DEMANDWARE, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 3 1.8 Voting and Proxies 3 1.9 Action at Meeting 3 1.10 Nomination of Directo

March 20, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 d310820d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2012 DEMANDWARE, INC. (Exact Name of Company as Specified in Charter) Delaware 001-35450 20-0982939 (State or Other Jurisdiction of Incorporati

March 19, 2012 S-8

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on March 19, 2012 Registration No.

March 15, 2012 424B4

5,500,000 SHARES DEMANDWARE, INC. Common Stock

424B4 1 d199710d424b4.htm PROSPECTUS Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-175595 PROSPECTUS 5,500,000 SHARES DEMANDWARE, INC. Common Stock This is the initial public offering of Demandware, Inc. We are offering 5,500,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price is $

March 14, 2012 CORRESP

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CORRESP 1 filename1.htm DEMANDWARE, INC. 5 Wall Street Burlington, Massachusetts 01803 March 14, 2012 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Charles Lee Re: Demandware, Inc. Registration Statement on Form S-1 File No. 333-175595 Ladies and Gentlemen: Demandware, Inc. (the “Registrant”) hereby acknow

March 12, 2012 CORRESP

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CORRESP 1 filename1.htm March 12, 2012 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Charles Lee Re: Demandware, Inc. Registration Statement No. 333-175595 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), Goldman, Sachs & Co. and Deutsche Bank Securities Inc., as

March 12, 2012 CORRESP

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Letter to the SEC Mark G. Borden + 1 617 526 6675(t) + 1 617 526 5000(f) [email protected] March 12, 2012 By EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Charles Lee Re: Demandware, Inc. Registration Statement on Form S-1 (File No. 333-175595) Amendment No. 7 filed March 12, 2012 Ladies and G

March 12, 2012 S-1/A

- FORM S-1 AMENDMENT NO. 7

Table of Contents As filed with the Securities and Exchange Commission on March 12, 2012 Registration No.

March 12, 2012 CORRESP

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CORRESP 1 filename1.htm DEMANDWARE, INC. 5 Wall Street Burlington, Massachusetts 01803 March 12, 2012 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Charles Lee Re: Demandware, Inc. Registration Statement on Form S-1 File No. 333-175595 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 pro

March 9, 2012 8-A12B

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 DEMANDWARE, INC. (Exact name of registrant as specified in its charter) Delaware 20-0982939 (State of incorporation or organization) (I.R.S. Employer Identification No.) 5 Wall Street, Burlington

March 1, 2012 EX-3.5

CERTIFICATE OF AMENDMENT TO THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION DEMANDWARE, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware

EX-3.5 2 d199710dex35.htm FORM OF CERTIFICATE Exhibit 3.5 CERTIFICATE OF AMENDMENT TO THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DEMANDWARE, INC. ********* Pursuant to Section 242 of the General Corporation Law of the State of Delaware Demandware, Inc. (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State

March 1, 2012 EX-10.17

DEMANDWARE, INC. FORM OF INDEMNIFICATION AGREEMENT

EX-10.17 4 d199710dex1017.htm INDEMNIFICATION AGREEMENT Exhibit 10.17 DEMANDWARE, INC. FORM OF INDEMNIFICATION AGREEMENT This Agreement is made as of the day of 2012 by and between Demandware, Inc., a Delaware corporation (the “Corporation), and (the “Indemnitee”), a director or officer of the Corporation. WHEREAS, it is essential to the Corporation to retain and attract as directors and officers

March 1, 2012 CORRESP

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CORRESP 15 filename15.htm Mark G. Borden + 1 617 526 6675(t) + 1 617 526 5000(f) [email protected] March 1, 2012 By EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Charles Lee Re: Demandware, Inc. Registration Statement on Form S-1 (File No. 333-175595) Amendment No. 6 filed March 1, 2012 Ladies

March 1, 2012 S-1/A

- AMENDMENT NO. 6 TO FORM S-1

S-1/A 1 d199710ds1a.htm AMENDMENT NO. 6 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on March 1, 2012 Registration No. 333-175595 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEMANDWARE, INC. (Exact name of registrant as specified in its charter) Dela

March 1, 2012 EX-10.23

EXECUTIVE INCENTIVE COMPENSATION PROGRAM – FY 2012

2012 Executive Incentive Compensation Program Exhibit 10.23 EXECUTIVE INCENTIVE COMPENSATION PROGRAM – FY 2012 Purpose The FY2012 Executive Incentive Compensation Program is one part of the total compensation plan for eligible executives (“Participants”) and complements other components of an executive’s total target compensation (TTC), which also includes base salary and other employee benefits.

February 15, 2012 EX-10.4

DEMANDWARE, INC. Incentive Stock Option Agreement Granted Under 2012 Stock Incentive Plan

Form of Incentive Stock Option Agreement Exhibit 10.4 DEMANDWARE, INC. Incentive Stock Option Agreement Granted Under 2012 Stock Incentive Plan 1. Grant of Option. This agreement evidences the grant by Demandware, Inc., a Delaware corporation (the “Company”), on , 20 (the “Grant Date”) to , an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms

February 15, 2012 S-1/A

- AMENDMENT NO.5 TO FORM S-1

Amendment No.5 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on February 15, 2012 Registration No. 333-175595 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEMANDWARE, INC. (Exact name of registrant as specified in its charter) Delaware 7372 20-0982939

February 15, 2012 CORRESP

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CORRESP 17 filename17.htm February 15, 2012 By EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Charles Lee Re: Demandware, Inc. Registration Statement on Form S-1 (File No. 333-175595) Amendment No. 5 filed February 15, 2012 Ladies and Gentlemen: On behalf of Demandware, Inc. (the “Company”), submitted h

February 15, 2012 EX-10.22

DEMANDWARE, INC. Restricted Stock Agreement Granted Under 2012 Stock Incentive Plan Name of Recipient: Number of shares of restricted common stock awarded: Grant Date:

Form of Restricted Stock Agreement Exhibit 10.22 DEMANDWARE, INC. Restricted Stock Agreement Granted Under 2012 Stock Incentive Plan Name of Recipient: Number of shares of restricted common stock awarded: Grant Date: Demandware, Inc. (the “Company”) has selected you to receive the restricted stock award described above, which is subject to the provisions of the Company’s 2012 Stock Incentive Plan

February 15, 2012 EX-3.2

RESTATED CERTIFICATE OF INCORPORATION DEMANDWARE, INC. (originally incorporated as SSE Holdings, Inc. on February 18, 2004)

Form of Amended and Restated Certificate of Incorporation Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF DEMANDWARE, INC. (originally incorporated as SSE Holdings, Inc. on February 18, 2004) FIRST: The name of the Corporation is Demandware, Inc. (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange St

February 15, 2012 EX-10.3

DEMANDWARE, INC. 2012 STOCK INCENTIVE PLAN

2012 Stock Incentive Plan Exhibit 10.3 DEMANDWARE, INC. 2012 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2012 Stock Incentive Plan (the “Plan”) of Demandware, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to th

February 15, 2012 EX-3.4

AMENDED AND RESTATED BY-LAWS DEMANDWARE, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 3 1.8 Voting and

Form of Amended and Restated By-laws Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF DEMANDWARE, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 3 1.8 Voting and Proxies 3 1.9 Action at Meeting 3 1.10 Nomination of Directors 4 1.11 Notice of Business at Annual

February 15, 2012 EX-10.5

DEMANDWARE, INC. Nonstatutory Stock Option Agreement Granted Under 2012 Stock Incentive Plan

Form of Nonstatutory Stock Option Agreement Exhibit 10.5 DEMANDWARE, INC. Nonstatutory Stock Option Agreement Granted Under 2012 Stock Incentive Plan 1. Grant of Option. This agreement evidences the grant by Demandware, Inc., a Delaware corporation (the “Company”), on , 20 (the “Grant Date”) to , an employee, consultant or director of the Company (the “Participant”), of an option to purchase, in w

January 13, 2012 EX-10.20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. MASTER SUBSCRIPTION AGREEMENT

Exhibit 10.20 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. MASTER SUBSCRIPTION AGREEMENT This Master Subscription Agreement (“Agreement”) is entered into and effective as of June 2nd 2008 (the “Effective Date”) by and between Demandware, Inc. having its principal place of business at 10 Presidential Way, Woburn, MA 018

January 13, 2012 S-1/A

- AMENDMENT NO.4 TO FORM S-1

Amendment No.4 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on January 13, 2012 Registration No. 333-175595 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEMANDWARE, INC. (Exact name of registrant as specified in its charter) Delaware 7372 20-0982939 (

January 13, 2012 CORRESP

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January 13, 2012 By EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Charles Lee Re: Demandware, Inc. Registration Statement on Form S-1 (File No. 333-175595) Amendment No. 3 filed November 14, 2011 Ladies and Gentlemen: On behalf of Demandware, Inc. (the “Company”), submitted herewith for filing is Amend

November 14, 2011 EX-21.1

Jurisdiction of Organization

Exhibit 21.1 Name Jurisdiction of Organization Demandware, Inc. Delaware Demandware GmbH Germany Demandware UK Limited UK Demandware S.A.R.L. France Demandware Securities Corp. Massachusetts Demandware Hong Kong Limited Hong Kong

November 14, 2011 CORRESP

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November 14, 2011 By EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Charles Lee Re: Demandware, Inc. Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-175595) Filed September 16, 2011 Ladies and Gentlemen: On behalf of Demandware, Inc. (the “Company”), submitted herewith for filing is

November 14, 2011 S-1/A

- AMENDMENT NO.3 TO FORM S-1

Amendment No.3 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on November 14, 2011 Registration No. 333-175595 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEMANDWARE, INC. (Exact name of registrant as specified in its charter) Delaware 7372 20-0982939

November 14, 2011 EX-1.1

Demandware, Inc. Common Stock, par value $0.01 per share Underwriting Agreement

EX-1.1 2 d199710dex11.htm UNDERWRITING AGREEMENT Exhibit 1.1 Demandware, Inc. Common Stock, par value $0.01 per share Underwriting Agreement , Goldman, Sachs & Co. Deutsche Bank Securities Inc. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282-2198 Deutsche Bank Securities Inc. 60 Wall

November 14, 2011 EX-4.1

DEMANDWARE, INC.

EX-4.1 3 d199710dex41.htm SPECIMEN STOCK CERTIFICATE Exhibit 4.1 DEMANDWARE, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 24802Y 10 5 THIS CERTIFIES THAT IS THE RECORD HOLDER OF FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE, PER SHARE, OF DEMANDWARE, INC. transferable only on the books of the Corporation by duly authoriz

September 16, 2011 CORRESP

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September 16, 2011 By EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Charles Lee Re: Demandware, Inc. Registration Statement on Form S-1 (File No. 333-175595) Amendment No. 1 filed August 25, 2011 Ladies and Gentlemen: On behalf of Demandware, Inc. (the “Company”), submitted herewith for filing is Amend

September 16, 2011 EX-10.16

DEMANDWARE, INC. 5 Wall Street Burlington, MA 01803 September 15, 2011

Letter Agreement with Jeffrey G Barnett Exhibit 10.16 DEMANDWARE, INC. 5 Wall Street Burlington, MA 01803 September 15, 2011 Jeffrey G. Barnett Re: Change in Control / Severance Agreement Dear Jeffrey: This Letter Agreement (the “Letter”) sets forth the terms of your employment with Demandware, Inc. (the “Company”). Reference is made to the offer letter between you and the Company dated October 28

September 16, 2011 S-1/A

- FORM S-1/A

Form S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 16, 2011 Registration No.

August 25, 2011 EX-10.6

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

EX-10.6 2 dex106.htm THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Exhibit 10.6 EXECUTION THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of April 13, 2009 is entered into by and among (i) Demandware, Inc., a Delaware corporation (the “Company”), (ii) the Founder and (iii) the persons listed as “Purch

August 25, 2011 EX-10.16

Demandware 2010 Compensation Plan and Sales Commission Structure (the”Plan”) Jeff Barnett, Executive Vice President Field Operations (the “VP”)

EX-10.16 11 dex1016.htm LETTER AGREEMENT WITH JEFFREY G BARNETT Exhibit 10.16 120 Presidential Way Suite 320 Woburn, MA 01801 USA 10/28/2005 Jeffrey G. Barnett Dear Jeff: On behalf of Demandware, Inc. (the “Company”), I am pleased to confirm our employment offer to you for the position of SVP Field Operations. In that position you will be responsible for, among other things, Sales and Services whi

August 25, 2011 EX-10.14

120 Presidential Way

EX-10.14 9 dex1014.htm LETTER AGREEMENT WITH STEPHAN SCHAMBACH Exhibit 10.14 120 Presidential Way Suite 320 Woburn, MA 01801 USA February 14, 2007 Stephan Schambach Dear Stephan: On behalf of Demandware, Inc. (the “Company”), I am pleased to set forth the revised terms of your employment with the Company: 1. You will be employed to serve as Executive Chairman, effective March 1, 2007. As Executive

August 25, 2011 S-1/A

- FORM S-1 AMENDMENT NO. 1

Form S-1 Amendment No. 1 Table of Contents As filed with the Securities and Exchange Commission on August 25, 2011 Registration No. 333-175595 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEMANDWARE, INC. (Exact name of registrant as specified in its charter) Delaware 7372 20-0982939 (Sta

August 25, 2011 EX-10.13

DEMANDWARE, INC. 5 Wall Street Burlington, MA 01803 August 16, 2011

Letter Agreement with Wayne Whitcomb Exhibit 10.13 DEMANDWARE, INC. 5 Wall Street Burlington, MA 01803 August 16, 2011 Wayne Whitcomb Re: Change in Control / Severance Agreement Dear Wayne: This Offer Letter (the “Letter”) sets forth the terms of your employment with Demandware, Inc. (the “Company”). Reference is made to the offer letter between you and the Company dated August 4, 2004, and to any

August 25, 2011 EX-10.18

LOAN AND SECURITY AGREEMENT

EX-10.18 12 dex1018.htm LOAN AND SECURITY AGREEMENT Exhibit 10.18 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 18, 2008 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and DE

August 25, 2011 EX-10.10

DEMANDWARE, INC. 5 Wall Street Burlington, MA 01803 August 16, 2011

EX-10.10 5 dex1010.htm LETTER AGREEMENT WITH SCOTT J. DUSSAULT Exhibit 10.10 DEMANDWARE, INC. 5 Wall Street Burlington, MA 01803 August 16, 2011 Scott J. Dussault Re: Change in Control / Severance Agreement Dear Scott: This Letter Agreement (the “Letter”) sets forth the terms of your employment with Demandware, Inc. (the “Company”). Reference is made to the letter regarding acceleration of vesting

August 25, 2011 EX-10.11

PROMISSORY NOTE

EX-10.11 6 dex1011.htm AGREEMENT WITH WAYNE WHITCOMB RE: PROMISSORY NOTE Exhibit 10.11 PROMISSORY NOTE May 6, 2005 FOR VALUE RECEIVED, the undersigned (“Debtor”) hereby promises to pay to Demandware, Inc., a Delaware corporation (“Payee”), at such place or places as may be specified by Payee or any holder hereof, in legal tender of the United States of America, the principal amount of Fifty-Nine T

August 25, 2011 EX-10.15

July 29, 2010

EX-10.15 10 dex1015.htm LETTER AGREEMENT WITH STEPHAN SCHAMBACH Exhibit 10.15 July 29, 2010 Stephan Schambach Re: Change in Status/Consulting Services Dear Stephan: As per our discussions and agreements, this letter confirms certain matters regarding your employment status with Demandware, Inc. (together with its subsidiaries, “Demandware”) and future services you have agreed to provide to Demandw

August 25, 2011 EX-10.8

DEMANDWARE, INC. 5 Wall Street Burlington, MA 01803 August 22, 2011

EX-10.8 3 dex108.htm LETTER AGREEMENT WITH THOMAS D EBLING Exhibit 10.8 DEMANDWARE, INC. 5 Wall Street Burlington, MA 01803 August 22, 2011 Thomas D. Ebling Re: Change in Control / Severance Agreement Dear Tom: This Amended and Restated Letter (the “Letter”) sets forth the terms of your employment with Demandware, Inc. (the “Company”). Reference is made to the offer letter between you and the Comp

August 25, 2011 EX-10.12

Restricted Stock Agreement under the Demandware, Inc. 2004 Stock Option and Grant Plan Name of Grantee: Wayne Whitcomb (the “Grantee”) No. of Shares: 300,000 Shares of Common Stock Grant Date: May 6, 2005 (the “Grant Date”) Vesting Reference Date: Au

EX-10.12 7 dex1012.htm RESTRICTED STOCK AGREEMENT WITH WAYNE WHITCOMB Exhibit 10.12 Restricted Stock Agreement under the Demandware, Inc. 2004 Stock Option and Grant Plan Name of Grantee: Wayne Whitcomb (the “Grantee”) No. of Shares: 300,000 Shares of Common Stock Grant Date: May 6, 2005 (the “Grant Date”) Vesting Reference Date: August 4, 2004 (the “Vesting Reference Date”) Per Share Purchase Pri

August 25, 2011 CORRESP

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August 25, 2011 By EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Charles Lee Re: Demandware, Inc. Registration Statement on Form S-1 (File No. 333-175595) Filed July 15, 2011 Ladies and Gentlemen: On behalf of Demandware, Inc. (the “Company”), submitted herewith for filing is Amendment No. 1 to the Reg

August 25, 2011 EX-10.9

Incentive Stock Option Agreement under the Demandware, Inc. 2004 Stock Option and Grant Plan Name of Optionee: Thomas Ebling (the “Optionee”) No. of Option Shares: 930,232 Shares of Common Stock Grant Date: February 11, 2010 (the “Grant Date”) Expira

EX-10.9 4 dex109.htm INCENTIVE STOCK OPTION AGREEMENT Exhibit 10.9 Incentive Stock Option Agreement under the Demandware, Inc. 2004 Stock Option and Grant Plan Name of Optionee: Thomas Ebling (the “Optionee”) No. of Option Shares: 930,232 Shares of Common Stock Grant Date: February 11, 2010 (the “Grant Date”) Expiration Date: February 10, 2020 (the “Expiration Date”) Vesting Reference Date: Decemb

August 25, 2011 EX-24.2

SIGNATURE AND POWER OF ATTORNEY

Exhibit 24.2 SIGNATURE AND POWER OF ATTORNEY The undersigned, a director of Demandware, Inc. (the “Company”), hereby severally constitutes and appoints Thomas D. Ebling, Scott J. Dussault and Sheila M. Flaherty, and each of them singly (with full power to each of them to act alone), her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them

July 15, 2011 COVER

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July 15, 2011 BY ELECTRONIC SUBMISSION Clark W. Petschek +1 617 526 6000(t) +1 617 526 5000(f) [email protected] Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549 Re: Demandware, Inc. Registration Statement on Form S-1 Ladies and Gentlemen: Submitted herewith for filing on behalf of Demandware, Inc. (the “Company”) is a Registratio

July 15, 2011 EX-10.16

Demandware 2010 Compensation Plan and Sales Commission Structure (the”Plan”) Jeff Barnett, Executive Vice President Field Operations (the “VP”)

EX-10.16 16 dex1016.htm LETTER AGREEMENT WITH JEFFREY G. BARNETT Exhibit 10.16 120 Presidential Way Suite 320 Woburn, MA 01801 USA 10/28/2005 Jeffrey G. Barnett 9 Beacon Hill Road Marblehead, MA 01945 Dear Jeff: On behalf of Demandware, Inc. (the “Company”), I am pleased to confirm our employment offer to you for the position of SVP Field Operations. In that position you will be responsible for, a

July 15, 2011 EX-3.1

State of Delaware Secretary of State Division of Corporations Delivered 11:38 AM 04/13/2009 FILED 11:38 AM 04/13/2009 SPV090355299 3765916 FILE

EX-3.1 2 dex31.htm FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “DEMANDWARE, INC.”, FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF APRIL, A.D. 2009, AT 11:38 O’CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDE

July 15, 2011 EX-10.6

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

EX-10.6 6 dex106.htm THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Exhibit 10.6 EXECUTION THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of April 13, 2009 is entered into by and among (i) Demandware, Inc., a Delaware corporation (the “Company”), (ii) the Founder and (iii) the persons listed as “Purch

July 15, 2011 EX-10.9

Incentive Stock Option Agreement under the Demandware, Inc. 2004 Stock Option and Grant Plan Name of Optionee: Thomas Ebling (the “Optionee”) No. of Option Shares: 930,232 Shares of Common Stock Grant Date: February 11, 2010 (the “Grant Date”) Expira

EX-10.9 9 dex109.htm INCENTIVE STOCK OPTION AGREEMENT Exhibit 10.9 Incentive Stock Option Agreement under the Demandware, Inc. 2004 Stock Option and Grant Plan Name of Optionee: Thomas Ebling (the “Optionee”) No. of Option Shares: 930,232 Shares of Common Stock Grant Date: February 11, 2010 (the “Grant Date”) Expiration Date: February 10, 2020 (the “Expiration Date”) Vesting Reference Date: Decemb

July 15, 2011 EX-3.3

BY-LAWS SSE HOLDINGS, INC. (A DELAWARE CORPORATION) SSE HOLDINGS, INC. (A Delaware Corporation) Page ARTICLE 1 CERTIFICATE OF INCORPORATION 1 Section 1.1 Contents 1 Section 1.2 Certificate in Effect 1 ARTICLE 2 MEETINGS OF STOCKHOLDERS 1 Section 2.1

EX-3.3 3 dex33.htm BY-LAWS OF THE REGISTRANT Exhibit 3.3 BY-LAWS OF SSE HOLDINGS, INC. (A DELAWARE CORPORATION) BY-LAWS OF SSE HOLDINGS, INC. (A Delaware Corporation) Page ARTICLE 1 CERTIFICATE OF INCORPORATION 1 Section 1.1 Contents 1 Section 1.2 Certificate in Effect 1 ARTICLE 2 MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meeting 2 Section 2.4

July 15, 2011 EX-10.11

PROMISSORY NOTE

EX-10.11 11 dex1011.htm AGREEMENT WITH WAYNE R. WHITCOMB Exhibit 10.11 PROMISSORY NOTE May 6, 2005 FOR VALUE RECEIVED, the undersigned (“Debtor”) hereby promises to pay to Demandware, Inc., a Delaware corporation (“Payee”), at such place or places as may be specified by Payee or any holder hereof, in legal tender of the United States of America, the principal amount of Fifty-Nine Thousand Seven Hu

July 15, 2011 EX-10.18

LOAN AND SECURITY AGREEMENT

EX-10.18 18 dex1018.htm LOAN AND SECURITY AGREEMENT Exhibit 10.18 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 18, 2008 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and DE

July 15, 2011 EX-10.21

Demandware FY2011 Sales Compensation Plan Demandware, Inc. Confidential Internal Use Only Sales Compensation Plan, 2011 2011 Sales Compensation Plan

EX-10.21 21 dex1021.htm 2011 SALES COMPENSATION PLAN Exhibit 10.21 Demandware FY2011 Sales Compensation Plan Demandware, Inc. Confidential Internal Use Only Sales Compensation Plan, 2011 2011 Sales Compensation Plan 1 OVERVIEW This Sales Compensation Plan (“Plan”) for Demandware, Inc. (“Demandware” or the “Company”) is established to provide equitable and financially attractive earnings opportunit

July 15, 2011 EX-10.2

Non-Qualified Stock Option Agreement under the Demandware, Inc. 2004 Stock Option and Grant Plan Name of Optionee: ________________(the “Optionee”) No. of Option Shares: ______ Shares of Common Stock Grant Date: _______________ (the “Grant Date”) Exp

EX-10.2 5 dex102.htm FORM OF NONQUALIFIED STOCK OPTION AGREEMENT Exhibit 10.2 Non-Qualified Stock Option Agreement under the Demandware, Inc. 2004 Stock Option and Grant Plan Name of Optionee: (the “Optionee”) No. of Option Shares: Shares of Common Stock Grant Date: (the “Grant Date”) Expiration Date: (the “Expiration Date”) Vesting Reference Date: (the “Vesting Reference Date”) Option Exercise Pr

July 15, 2011 EX-10.14

120 Presidential Way

Letter Agreement with Stephan Schambach Exhibit 10.14 120 Presidential Way Suite 320 Woburn, MA 01801 USA February 14, 2007 Stephan Schambach 195 Mattison Drive Concord, MA 01742 Dear Stephan: On behalf of Demandware, Inc. (the “Company”), I am pleased to set forth the revised terms of your employment with the Company: 1. You will be employed to serve as Executive Chairman, effective March 1, 2007

July 15, 2011 EX-10.1

DEMANDWARE, INC. 2004 Stock Option and Grant Plan

EX-10.1 4 dex101.htm 2004 STOCK OPTION AND GRANT PLAN Exhibit 10.1 DEMANDWARE, INC. 2004 Stock Option and Grant Plan SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Demandware, Inc. 2004 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, consultants and other key persons of Demandware, Inc

July 15, 2011 EX-10.8

- 2 -

EX-10.8 8 dex108.htm LETTER AGREEMENT WITH THOMAS D. EBLING Exhibit 10.8 February 11, 2010 Tom Ebling 144 Nehoiden Road Waban, MA 02468 Dear Tom: On behalf of Demandware, Inc. (the “Company”). I am pleased to set forth the terms of your employment with the Company: 1. You will be employed to serve on a full-time basis as President and Chief Executive Officer (“CEO”), effective February 11, 2010. A

July 15, 2011 EX-10.12

Restricted Stock Agreement under the Demandware, Inc. 2004 Stock Option and Grant Plan Name of Grantee: Wayne Whitcomb (the “Grantee”) No. of Shares: 300,000 Shares of Common Stock Grant Date: May 6, 2005 (the “Grant Date”) Vesting Reference Date: Au

EX-10.12 12 dex1012.htm RESTRICTED STOCK AGREEMENT WITH WAYNE R. WHITCOMB Exhibit 10.12 Restricted Stock Agreement under the Demandware, Inc. 2004 Stock Option and Grant Plan Name of Grantee: Wayne Whitcomb (the “Grantee”) No. of Shares: 300,000 Shares of Common Stock Grant Date: May 6, 2005 (the “Grant Date”) Vesting Reference Date: August 4, 2004 (the “Vesting Reference Date”) Per Share Purchase

July 15, 2011 EX-10.15

July 29, 2010

Letter Agreement with Stephan Schambach Exhibit 10.15 July 29, 2010 Stephan Schambach 195 Mattison Drive Concord, MA 01742 Re: Change in Status/Consulting Services Dear Stephan: As per our discussions and agreements, this letter confirms certain matters regarding your employment status with Demandware, Inc. (together with its subsidiaries, “Demandware”) and future services you have agreed to provi

July 15, 2011 EX-10.7

WARRANT TO PURCHASE STOCK Company: Demandware, Inc., a Delaware corporation Number of Shares: 69,278, subject to adjustment Class of Stock: Series C Convertible Preferred Stock, $0.01 par value per share Warrant Price: $1.299106, subject to adjustmen

EX-10.7 7 dex107.htm WARRANT TO PURCHASE SERIES C CONVERTIBLE PREFERRED STOCK Exhibit 10.7 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLES

July 15, 2011 EX-10.10

DEMANDWARE, INC. 5 Wall Street Burlington, MA April 4, 2011

EX-10.10 10 dex1010.htm LETTER AGREEMENT WITH SCOTT J. DUSSAULT Exhibit 10.10 10 Presidential Way Woburn, MA 01801 USA September 19, 2008 Mr. Scott Dussault 23 Leland Hill Road Sutton, MA 01590 Dear Scott: On behalf of Demandware, Inc. (the “Company”). I am pleased to confirm our employment offer to you for the position of Chief Financial Officer. This offer is contingent upon your acknowledgement

July 15, 2011 EX-10.20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. MASTER SUBSCRIPTION AGREEMENT

EX-10.20 20 dex1020.htm MASTER SUBSCRIPTION AGREEMENT Exhibit 10.20 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. MASTER SUBSCRIPTION AGREEMENT This Master Subscription Agreement (“Agreement”) is entered into and effective as of June 2nd 2008 (the “Effective Date”) by and between Demandware, Inc. having its principal pl

July 15, 2011 EX-21.1

Jurisdiction of Organization

EX-21.1 22 dex211.htm SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Name Jurisdiction of Organization Demandware, Inc. Delaware Demandware GmbH Germany Demandware UK Limited UK Demandware S.A.R.L. France Demandware Securities Corp. Massachusetts

July 15, 2011 EX-10.13

DEMANDWARE. INC.

EX-10.13 13 dex1013.htm LETTER AGREEMENT WITH WAYNE R. WHITCOMB Exhibit 10.13 DEMANDWARE. INC. 1050 Winter Street Suite 1000 Waltham, MA 02451 USA August 4th, 2004 Dear Wayne: On behalf of Demandware, Inc. (the “Company”), I am pleased to confirm our employment offer to you for the position of VP Engineering and Operations. In that position you will be responsible for, among other things, the Comp

July 15, 2011 EX-10.17

INDEMNIFICATION AGREEMENT

EX-10.17 17 dex1017.htm FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.17 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is made as of August 4, 2004, by and between Demandware, Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”). WHEREAS, the Company and Indemnitee recognize the substantial increase in corporate litigation in general, subjecting officers

July 15, 2011 S-1

Registration Statement - FORM S-1

S-1 1 ds1.htm FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on July 15, 2011 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEMANDWARE, INC. (Exact name of registrant as specified in its charter) Delaware 7372 20-0982939 (State or other jurisdiction of i

July 15, 2011 EX-10.19

LEASE Burlington Office Park V Limited Partnership Demandware, Inc., a Delaware corporation 31,546 Rentable Square Feet within Five Wall Street Burlington, Massachusetts ARTICLE 8 - RIGHTS OF MORTGAGEE: 35 8.1 Priority of Lease 35 8.2 Limitation on M

EX-10.19 19 dex1019.htm LEASE AGREEMENT Exhibit 10.19 LEASE Between Burlington Office Park V Limited Partnership and Demandware, Inc., a Delaware corporation for 31,546 Rentable Square Feet within Five Wall Street Burlington, Massachusetts INDEX ARTICLE I - REFERENCE DATA 1 1.1 Subject Referred To 1 1.2 Exhibits 4 ARTICLE 2 - PREMISES AND TERM: 5 2.1 Premises 5 2.2 Term 5 ARTICLE 3 - CONSTRUCTION:

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