13D Filing: Altai Capital and Amber Road Inc. (AMBR)

Amber
Road, Inc.

Common Stock,
par value $0.001 per share

02318Y108

Rishi Bajaj

Managing Principal

Altai Capital Management, L.P.

520 Newport Center Drive – 12^th
Floor

Newport Beach, California 92660

(949) 326-9612

March 2,
2018

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Altai Capital Management, L.P.

(a) ¨

(b) þ

SEC USE ONLY

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

-0-

SHARED VOTING POWER

1,592,547

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

1,592,547

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,592,547

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.83%

TYPE OF REPORTING PERSON

IA, PN

NAMES OF REPORTING PERSONS

Altai Capital Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

SEC USE ONLY

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

-0-

SHARED VOTING POWER

1,592,547

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

1,592,547

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,592,547

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.83%

TYPE OF REPORTING PERSON

HC, OO

NAMES OF REPORTING PERSONS

Rishi Bajaj

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

SEC USE ONLY

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

United States
of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

-0-

SHARED VOTING POWER

1,592,547

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

1,592,547

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,592,547

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.83%

TYPE OF REPORTING PERSON

HC, IN

(a) This Schedule 13D is filed by: (i) Altai
Capital Management, L.P., a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange
Commission (“Investment Manager”); (ii) Altai Capital Management, LLC, a Delaware limited liability company
(“IMGP”); and (iii) Mr. Rishi Bajaj.

Each of the foregoing is referred to as a “Reporting
Person” and collectively as, the “Reporting Persons.” Accordingly, the Reporting Persons are hereby
filing this joint Schedule 13D.

This Schedule 13D relates to the
Common Stock held for the account of Altai Capital Osprey, LLC, a Delaware limited liability company
(“Osprey”). Investment Manager serves as investment manager to Osprey. Each of Investment Manager, IMGP and Mr. Bajaj may be deemed to have voting and dispositive power over the
Common Stock held for the account of Osprey. The filing of this statement
shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for
purposes of Section 13 of the Securities Act of 1934, as amended, or otherwise.

The Reporting Persons used approximately $15,280,319
(including brokerage commissions) in the aggregate to purchase the Common Stock for the account of Osprey.

The source of the funds used by Osprey to acquire
the Common Stock reported herein is the working capital available to Osprey and margin borrowings described in the following sentence.
Such shares of Common Stock are held by Osprey in margin accounts, which may extend margin credit to Osprey from time to time,
subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held
in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts
bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held
in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported
herein.

The Reporting Persons and their
representatives have, from time to time, engaged in, and expect to continue to engage in, discussions with members of management
and the board of directors of the Issuer (the “Board”), other current or prospective shareholders, industry
analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and
other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s
business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and
direction, and may take other steps seeking to bring about changes to increase shareholder value as well as pursue other plans
or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. The
Reporting Persons intend to engage in discussions related to the unsolicited offer by E2open, LLC and Insight Venture Partners
(the “Offerors”) to acquire all of the outstanding shares of Common Stock that the Offerors do not already
own for $10.50 per share in cash.

The Reporting Persons intend to review their
investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any
discussions referenced above, the Issuer’s financial position, results and strategic direction, actions taken by the Issuer’s
management and the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons,
conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take
such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, exchanging
information with the Issuer pursuant to appropriate confidentiality or similar agreements; proposing changes in the Issuer’s
operations, governance or capitalization; acquiring additional Common Stock and/or other equity, debt, notes, instruments or other
securities of the Issuer (collectively, “Securities”) or disposing of some or all of the Securities beneficially
owned by them, in public market or privately negotiated transactions; entering into financial instruments or other agreements that
increase or decrease the Reporting Persons’ economic exposure with respect to their investment in the Issuer and/or otherwise
changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Commission on
March 9,
2018.
For purposes of
disclosing the number of shares of Common Stock beneficially owned by each of the Reporting Persons, Investment Manager,
IMGP
and Mr. Bajaj may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of
1934) all shares of Common Stock that are owned beneficially and directly by the Reporting Persons. Each of Investment
Manager, IMGP and Mr. Bajaj disclaims beneficial ownership of such shares of Common Stock for all other purposes.

(c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule 1 hereto and is incorporated herein by reference.