Michael Murphy and Daniel Donoghue‘s Discovery Group has further decreased its stake in Amber Road Inc. (NYSE:AMBR), according to a new 13D filing with the US Securities and Exchange Commission. The fund’s stake was lowered from 1.51 million shares, which amassed 5.7% of the float (reported in a previous filing), to 1.19 million shares, accounting for 4.5% of the Amber Road’s stock.
Amber Road is a company that offers cloud-based global trade management solutions, which contain modules for logistic contract and rate management and Global Knowledge trade content database to importers and exporters, among other. Year-to-date, the company’s stock is up by 85.46%. For the second quarter of 2016, Amber Road reported an adjusted non-GAAP loss per share of $0.11 and revenue of $18.1 million, topping both the estimates of a loss per share of $0.18 and revenue of $17.8 million.
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The number of hedge funds with long positions in Amber Road (NYSE:AMBR) increased by two in recent months, and at the end of June, there were 10 investors long the company. Among the bullish smart money managers were Josh Goldberg’s G2 Investment Partners Management, which reported owning $10.73 million worth of Amber Road’s shares, Chuck Royce’s Royce & Associates, with a position valued at $9.83 million, Jim Simons’ Renaissance Technologies, and John A. Levin’s Levin Capital Strategies.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Discovery Equity Partners | 1,193,641 | 1,193,641 | 1,193,641 | 4.5% | ||
| Discovery Group I | 1,193,641 | 1,193,641 | 1,193,641 | 4.5% | ||
| Daniel J. Donoghue | 1,193,641 | 1,193,641 | 1,193,641 | 4.5% | ||
| Michael R. Murphy | 1,193,641 | 1,193,641 | 1,193,641 | 4.5% |
Page 1 of 9 – SEC Filing
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §
240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2(a)
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 5)*
Amber Road, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
02318Y108
(CUSIP Number)
Michael R. Murphy
Discovery Group I, LLC
300 South Wacker Drive
Suite 600
Chicago, Illinois 60606
Telephone Number: (312) 265-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 2016
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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Page 2 of 9 – SEC Filing
| CUSIP No. 02318Y108 |
| 1. | Names of Reporting Persons. Discovery Equity Partners, L.P. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) WC | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Illinois | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power None. |
| 8. | Shared Voting Power 1,193,641 | |
| 9. | Sole Dispositive Power None. | |
| 10. | Shared Dispositive Power 1,193,641 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,193,641 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount in Row (11) 4.5% | |
| 14. | Type of Reporting Person (See Instructions) PN | |
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Page 3 of 9 – SEC Filing
| CUSIP No. 02318Y108 |
| 1. | Names of Reporting Persons. Discovery Group I, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) AF | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power None. |
| 8. | Shared Voting Power 1,193,641 | |
| 9. | Sole Dispositive Power None. | |
| 10. | Shared Dispositive Power 1,193,641 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,193,641 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount in Row (11) 4.5% | |
| 14. | Type of Reporting Person (See Instructions) IA | |
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Page 4 of 9 – SEC Filing
| CUSIP No. 02318Y108 |
| 1. | Names of Reporting Persons. Daniel J. Donoghue | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) AF | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power None. |
| 8. | Shared Voting Power 1,193,641 | |
| 9. | Sole Dispositive Power None. | |
| 10. | Shared Dispositive Power 1,193,641 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,193,641 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount in Row (11) 4.5% | |
| 14. | Type of Reporting Person (See Instructions) IN | |
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Page 5 of 9 – SEC Filing
| CUSIP No. 02318Y108 |
| 1. | Names of Reporting Persons. Michael R. Murphy | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) AF | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power None. |
| 8. | Shared Voting Power 1,193,641 | |
| 9. | Sole Dispositive Power None. | |
| 10. | Shared Dispositive Power 1,193,641 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,193,641 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount in Row (11) 4.5% | |
| 14. | Type of Reporting Person (See Instructions) IN | |
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Page 6 of 9 – SEC Filing
| Item 1. | Security and Issuer |
| This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Amber Road, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at One Meadowlands Plaza, East Rutherford, NJ 07073. This Amendment No. 5 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on July 2, 2015, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on July 30, 2015, as amended by Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on August 19, 2016, as amended by Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on August 26, 2016, and as amended by Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on September 6, 2016 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 5, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 5. | |
| Item 3. | Source and Amount of Funds or Other Consideration |
| Item 3 of the Schedule 13D is hereby amended to read in its The total purchase price for the 1,193,641 shares of Common | |
| Item 5. | Interest in Securities of the Issuer |
| Item 5 of the Schedule 13D is hereby amended to read in its The information concerning percentages of ownership set forth Discovery Equity Partners beneficially owns 1,193,641 shares Discovery Group beneficially owns 1,193,641 shares of Common Mr. Donoghue beneficially owns 1,193,641 shares of Common Stock Mr. Murphy beneficially owns 1,193,641 shares of Common Stock |
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Page 7 of 9 – SEC Filing
| Discovery Group is the The transactions in Common Stock effected by the Reporting Persons The Reporting Persons ceased to be beneficial owners of more No person other than Discovery | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| Item 6 of the Schedule 13D is hereby amended to read in its There are no contracts, |
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit 1: List Exhibit 2: Joint Exhibit 3: Power Exhibit 4: Power |
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Page 8 of 9 – SEC Filing
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
| September 26, 2016 | |
| Date | |
| DISCOVERY GROUP I, LLC, for itself and as general partner of DISCOVERY EQUITY PARTNERS, L.P.
By: Michael R. Murphy* | |
| Signature | |
| Michael R. Murphy, Managing Member | |
| Name/Title | |
| Daniel J. Donoghue* | |
| Signature | |
| Daniel J. Donoghue | |
| Name/Title | |
| Michael R. Murphy* | |
| Signature | |
| Michael R. Murphy | |
| Name/Title | |
| *By: /s/ Mark Buckley | |
| Mark Buckley Attorney-in-Fact for Daniel J. Donoghue Attorney-in-Fact for Michael R. Murphy |
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Page 9 of 9 – SEC Filing
Exhibit Index
| Exhibit 1 | List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on September 6, 2016. | |
| Exhibit 2 | Joint Filing Agreement dated as of September 26, 2016, by and Discovery Equity Partners; | |
| Exhibit 3 | Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008. | |
| Exhibit 4 | Power of Attorney of Michael R. Murphy, dated as of April 28, 2008. |
