Sec Form 4 Filing - GENERAL CATALYST GROUP III LP @ Demandware Inc - 2013-05-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GENERAL CATALYST GROUP III LP 2. Issuer Name and Ticker or Trading Symbol Demandware Inc [ DWRE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS, 20 UNIVERSITY ROAD, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2013 (Street) CAMBRIDGE, MA02138 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/14/2013 S( 1 ) 455,571 D $ 30.7 2,581,567 D Common Stock 05/14/2013 S( 2 ) 16,483 D $ 30.7 93,404 D Common Stock 05/14/2013 S( 3 ) 224,370 D $ 30.7 1,271,432 D Common Stock 05/14/2013 S( 4 ) 5,953 D $ 30.7 33,734 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GENERAL CATALYST GROUP III LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X GC ENTREPRENEURS FUND III LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X General Catalyst GP III, LLC C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X General Catalyst Partners III, L.P. C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X Fialkow David P C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X Orfao David J C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Cutler Joel E C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA01238 X Signatures /s/ William J. Fitzgerald, Member, COO and CFO, General Catalyst GP III, LLC, the General Partner for General Catalyst Partners III, L.P., the General Partner for General Catalyst Group III, L.P. and GC Entrepreneurs Fund III, L.P. 05/16/2013 Signature of Reporting Person Date /s/ William J. Fitzgerald, Member, Chief Operating Officer and Chief Financial Officer, General Catalyst GP III, LLC, the General Partner for General Catalyst Partners III, L.P. 05/16/2013 Signature of Reporting Person Date /s/ William J. Fitzgerald, Member, Chief Operating Officer and Chief Financial Officer, General Catalyst GP III, LLC 05/16/2013 Signature of Reporting Person Date /s/ David P. Fialkow 05/16/2013 Signature of Reporting Person Date /s/ David J. Orfao 05/16/2013 Signature of Reporting Person Date /s/ Joel E. Cutler 05/16/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 14, 2013, General Catalyst Group III, L.P. ("GCG III"), a venture capital partnership, sold a total of 455,571 shares of Common Stock of the Issuer. The remaining securities are held by GCG III. General Catalyst GP III, LLC ("GP III LLC") is the general partner of General Catalyst Partners III, L.P. ("GP III LP"), which is the general partner of GCG III. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of GP III LLC and may be deemed to share voting and investment power over the shares held of record by GCG III. Each of David Fialkow, David Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein. ( 2 )On May 14, 2013, GC Entrepreneurs Fund III, L.P. ("GCEF III"), a venture capital partnership, sold a total of 16,483 shares of Common Stock of the Issuer. The remaining securities are held by GCEF III. GP III LLC is the general partner of GP III LP, which is the general partner of GCEF III. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of GP III LLC and may be deemed to share voting and investment power over the shares held of record by GCEF III. Each of David Fialkow, David Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein. ( 3 )On May 14, 2013, General Catalyst Group IV, L.P. ("GCG IV"), a venture capital partnership, sold a total of 224,370 shares of Common Stock of the Issuer. The remaining securities are held by GCG IV. General Catalyst GP IV, LLC ("GP IV LLC") is the general partner of General Catalyst Partners IV, L.P. ("GP IV LP"), which is the general partner of GCG IV. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of GP IV LLC and may be deemed to share voting and investment power over the shares held of record by GCG IV. Each of David Fialkow, David Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein. ( 4 )On May 14, 2013, GC Entrepreneurs Fund IV, L.P. ("GCEF IV"), a venture capital partnership, sold a total of 5,953 shares of Common Stock of the Issuer. The remaining securities are held by GCEF IV. GP IV LLC is the general partner of GP IV LP, which is the general partner of GCEF IV. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of GP IV LLC and may be deemed to share voting and investment power over the shares held of record by GCEF IV. Each of David Fialkow, David Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.

Remarks: This is Part 1 of a two part filing. This Form 4 is being filed in two parts because of the ten person reporting limitation of the electronic filing system. Part 2 is being filed by the following reporting persons: General Catalyst Group IV, L.P., GC Entrepreneurs Fund IV, L.P., General Catalyst GP IV, LLC and General Catalyst Partners IV, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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