Annual Statement of Changes in Beneficial Ownership


FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2014
Estimated average burden
hours per response...
1.0
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PEARCE DAVID R

2. Issuer Name and Ticker or Trading Symbol

DOVER SADDLERY INC [DOVR]

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

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

(Last)          (First)          (Middle)

525 GREAT ROAD

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2011 
(Street)

LITTLETON, MA, MA 01460

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Stock                 1500   (1) I   by Oakland Farm, Inc.   (2)
Common Stock                 1500   (1) D    

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option   $ 2.01                   (3) 11/16/2019   Common Stock   10500     10500   (4) D    
Incentive Stock Option   $ 3.1                   (5) 11/16/2020   Common Stock   40000     55725   (6) D    
Incentive Stock Option   $ 3.32   11/28/2011   (7)   A4   15725         (8) 11/27/2021   Common Stock   15725     (9) 55725   (10) D    

Explanation of Responses:
( 1)  As of 12/31/2011, the reporting person has a 1/12 interest in Oakland Farm, Inc., the record owner of the 500 shares of common stock, the reporting person therefore holds a total of 1,000 shares of Common Stock directly and 500 shares of Common Stock indirectly as of 12/31/2011.
( 2)  The reporting person, David R. Pearce, has a 1/12 interest in Oakland Farm, Inc., the record owner of the 500 shares of common stock.
( 3)  Granted on 11/17/2009 and vest on anniversary date of grant at rate 20 % per year for five years.
( 4)  As of 12/31/2011, total includes 10,500 Non-Qualified Stock Options as granted in 2009. Together with Incentive Stock Options the total stock options held by this reporting person on 12/31/2011 equals 66,225.
( 5)  Granted on 11/17/2010 and vest on anniversary date of grant at rate 20 % per year for five years.
( 6)  As of 12/31/2011, total includes 40,000 Incentive Stock options as granted in 2010. Together with Non-Qualified Stock Options the total stock options held by this reporting person on 12/31/2011 equals 66,225.
( 7)  This transaction has been previously reported on a Form 4 filed in a timely manner.
( 8)  Granted on 11/28/2011 and vest on anniversary date of grant at rate 20 % per year for five years.
( 9)  When exercisable price will be $ 3.32.
( 10)  As of 12/31/2011, total includes 15,725 Incentive Stock options as granted in 2011. Together with Non-Qualified Stock Options the total stock options held by this reporting person on 12/31/2011 equals 66,225.

Remarks:
All transactions reported on this Form 5 have been previously reported on Forms 4 in a timely manner. As previously reported in the Company's 2010 Proxy Statement mailed to Company Stockholders on or about April 15, 2010, Mr. Pearce's initial Form 3 was not timely filed.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PEARCE DAVID R
525 GREAT ROAD
LITTLETON, MA, MA 01460


CFO

Signatures
David R. Pearce 2/14/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.