Filing Details
- Accession Number:
- 0001213900-18-001838
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-14 12:00:31
- Filed By:
- Cross Atlantic Capital Partners Ii Inc
- Company:
- Amber Road Inc. (NYSE:AMBR)
- Filing Date:
- 2018-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Cross Atlantic Capital Partners II, Inc | 0 | 0 | 0 | 0 | 0 | 0% |
| XATF Management II | 0 | 0 | 0 | 0 | 0 | 0% |
| Cross Atlantic Technology Fund II | 0 | 0 | 0 | 0 | 0 | 0% |
| Co-Invest Capital Partners, Inc | 0 | 0 | 0 | 0 | 0 | 0% |
| Co-Invest Management | 0 | 0 | 0 | 0 | 0 | 0% |
| The Co-Investment | 0 | 0 | 0 | 0 | 0 | 0% |
| Co-Invest Capital Partners II, Inc | 0 | 0 | 0 | 0 | 0 | 0% |
| Co-Invest Management II | 0 | 0 | 0 | 0 | 0 | 0% |
| The Co-Investment Fund II | 0 | 0 | 0 | 0 | 0 | 0% |
| Donald R. Caldwell | 0 | 0 | 0 | 0 | 0 | 0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AMBER ROAD, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
02318Y108
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
a. ☐ Rule 13d-1(b)
b. ☐ Rule 13d-1(c)
c. ☒ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 02318Y108
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cross Atlantic Capital Partners II, Inc. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |
| 12. | Type of Reporting Person (See Instructions)
CO | |
| - 2 - |
CUSIP No. 02318Y108
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
XATF Management II, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |
| 12. | Type of Reporting Person (See Instructions)
PN | |
| - 3 - |
CUSIP No. 02318Y108
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cross Atlantic Technology Fund II, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |
| 12. | Type of Reporting Person (See Instructions)
PN | |
| - 4 - |
CUSIP No. 02318Y108
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Co-Invest Capital Partners, Inc. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |
| 12. | Type of Reporting Person (See Instructions)
CO | |
| - 5 - |
CUSIP No. 02318Y108
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Co-Invest Management, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |
| 12. | Type of Reporting Person (See Instructions)
PN | |
| - 6 - |
CUSIP No. 02318Y108
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The Co-Investment 2000 Fund, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |
| 12. | Type of Reporting Person (See Instructions)
PN | |
| - 7 - |
CUSIP No. 02318Y108
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Co-Invest Capital Partners II, Inc. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |
| 12. | Type of Reporting Person (See Instructions)
CO | |
| - 8 - |
CUSIP No. 02318Y108
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Co-Invest Management II, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |
| 12. | Type of Reporting Person (See Instructions)
PN | |
| - 9 - |
CUSIP No. 02318Y108
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The Co-Investment Fund II, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |
| 12. | Type of Reporting Person (See Instructions)
PN | |
| - 10 - |
CUSIP No. 02318Y108
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Donald R. Caldwell | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
United States | |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |
| 12. | Type of Reporting Person (See Instructions)
IN | |
| - 11 - |
Item 1.
(a) Name of Issuer
Amber Road, Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices
One Meadowlands Plaza, East Rutherford, New Jersey 07073
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
The names, principal business offices and citizenship of the persons filing this statement are:
Cross Atlantic Capital Partners II, Inc. (“CAP”)
150 Radnor Chester Road #A225
Radnor, Pennsylvania 19087
Citizenship: Delaware
XATF Management II, L.P. (“XATF”)
c/o Cross Atlantic Capital Partners, Inc.
150 Radnor Chester Road #A225
Radnor, Pennsylvania 19087
Citizenship: Delaware
Cross Atlantic Technology Fund II, L.P. (“Fund II”)
c/o Cross Atlantic Capital Partners, Inc.
150 Radnor Chester Road #A225
Radnor, Pennsylvania 19087
Citizenship: Delaware
Co-Invest Capital Partners, Inc. (“Co-Invest Capital”)
c/o Cross Atlantic Capital Partners, Inc.
150 Radnor Chester Road #A225
Radnor, Pennsylvania 19087
Citizenship: Delaware
Co-Invest Management, L.P. (“Co-Invest Management”)
c/o Cross Atlantic Capital Partners, Inc.
150 Radnor Chester Road #A225
Radnor, Pennsylvania 19087
Citizenship: Delaware
| - 12 - |
The Co-Investment 2000 Fund, L.P. (“2000 Fund”)
c/o Cross Atlantic Capital Partners, Inc.
150 Radnor Chester Road #A225
Radnor, Pennsylvania 19087
Citizenship: Delaware
Co-Invest Capital Partners II, Inc. (“Co-Invest Capital II”)
c/o Cross Atlantic Capital Partners, Inc.
150 Radnor Chester Road #A225
Radnor, Pennsylvania 19087
Citizenship: Delaware
Co-Invest Management II, L.P. (“Co-Invest Management II”)
c/o Cross Atlantic Capital Partners, Inc.
150 Radnor Chester Road #A225
Radnor, Pennsylvania 19087
Citizenship: Delaware
The Co-Investment Fund II, L.P. (“Co-Investment Fund”)
c/o Cross Atlantic Capital Partners, Inc.
150 Radnor Chester Road #A225
Radnor, Pennsylvania 19087
Citizenship: Delaware
Donald R. Caldwell (“Mr. Caldwell”)
c/o Cross Atlantic Capital Partners, Inc.
150 Radnor Chester Road #A225
Radnor, Pennsylvania 19087
Citizenship: United States
(d) Title of Class of Securities
Common Stock, $0.001 par value per share, of the Issuer (the “Common Stock”)
(e) CUSIP Number
02318Y108
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: 0
(b) Percent of class: 0
(c) Number of shares as to which the person has:
| (i) Sole power to vote or to direct the vote: |
| - 13 - |
See Cover Pages Items 5-9.
| (ii) Shared power to vote or to direct the vote: |
See Cover Pages Items 5-9.
| (iii) Sole power to dispose or to direct the disposition of: |
See Cover Pages Items 5-9.
| (iv) Shared power to dispose or to direct the disposition of: |
See Cover Pages Items 5-9.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following ☒.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
| - 14 - |
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Exhibit A: Joint Filing Agreement, dated as of February 17, 2015 by and among CAP, XATF, FUND II, Co-Invest Capital, Co-Invest Management, 2000 Fund, Co-Invest Capital II, Co-Invest Management II, Co-Investment Fund and Mr. Caldwell.
| - 15 - |
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.
Date: February 14, 2018
| CROSS ATLANTIC TECHNOLOGY FUND II, L.P. | ||
| By: | XATF Management II, L.P. | |
| Title: | General Partner | |
| By: | Cross Atlantic Capital Partners II, Inc. | |
| Title: | General Partner | |
| By: | /s/ Donald R. Caldwell | |
| Name: | Donald R. Caldwell | |
| Title: | Chairman and CEO | |
| XATF Management II, L.P. | ||
| By: | Cross Atlantic Capital Partners II, Inc. | |
| Title: | General Partner | |
| By: | /s/ Donald R. Caldwell | |
| Name: | Donald R. Caldwell | |
| Title: | Chairman and CEO | |
| CROSS ATLANTIC CAPITAL PARTNERS II, INC. | ||
| By: | /s/ Donald R. Caldwell | |
| Name: | Donald R. Caldwell | |
| Title: | Chairman and CEO | |
| THE CO-INVESTMENT 2000 FUND, L.P. | ||
| By: | Co-Invest Management, L.P. | |
| Title: | General Partner | |
| By: | Co-Invest Capital Partners, Inc. | |
| Title: | General Partner | |
| By: | /s/ Donald R. Caldwell | |
| Name: | Donald R. Caldwell | |
| Title: | Chairman and CEO | |
| - 16 - |
| CO-INVEST MANAGEMENT, L.P. | ||
| By: | Co-Invest Capital Partners, Inc. | |
| Title: | General Partner | |
| By: | /s/ Brian Adamsky | |
| Name: | Brian Adamsky | |
| Title: | Chief Financial Officer and Treasurer | |
| CO-INVEST CAPITAL PARTNERS, INC. | ||
| /s/ Brian Adamsky | ||
| Name: | Brian Adamsky | |
| Title: | Chief Financial Officer and Treasurer | |
| THE CO-INVESTMENT FUND II, L.P. | ||
| By: | Co-Invest Management II, L.P. | |
| Title: | General Partner | |
| By: | Co-Invest Capital Partners II, Inc. | |
| Title: | General Partner | |
| By: | /s/ Donald R. Caldwell | |
| Name: | Donald R. Caldwell | |
| Title: | Chairman and CEO | |
| CO-INVEST MANAGEMENT II, L.P. | ||
| By: | Co-Invest Capital Partners II, Inc. | |
| Title: | General Partner | |
| By: | /s/ Donald R. Caldwell | |
| Name: | Donald R. Caldwell | |
| Title: | Chairman and CEO | |
| CO-INVEST CAPITAL PARTNERS II, INC. | ||
| By: | /s/ Donald R. Caldwell | |
| Name: | Donald R. Caldwell | |
| Title: | Chairman and CEO | |
| /s/ Donald R. Caldwell | ||
| Donald R. Caldwell | ||
| - 17 - |
Exhibit A
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G with respect to Common Stock of Amber Road, Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement (including amendments on Schedule 13D) may be filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, without the necessity of filing additional joint filing agreements.
Date: February 17, 2015
| CROSS ATLANTIC TECHNOLOGY FUND II, L.P. | ||
| By: | XATF Management II, L.P. | |
| Title: | General Partner | |
| By: | Cross Atlantic Capital Partners II, Inc. | |
| Title: | General Partner | |
| By: | /s/ Brian Adamsky | |
| Name: | Brian Adamsky | |
| Title: | Chief Financial Officer and Treasurer | |
| XATF Management II, L.P. | ||
| By: | Cross Atlantic Capital Partners II, Inc. | |
| Title: | General Partner | |
| By: | /s/ Brian Adamsky | |
| Name: | Brian Adamsky | |
| Title: | Chief Financial Officer and Treasurer | |
| CROSS ATLANTIC CAPITAL PARTNERS II, INC. | ||
| /s/ Brian Adamsky | ||
| Name: | Brian Adamsky | |
| Title: | Chief Financial Officer and Treasurer | |
| - 18 - |
| THE CO-INVESTMENT 2000 FUND, L.P. | ||
| By: | Co-Invest Management, L.P. | |
| Title: | General Partner | |
| By: | Co-Invest Capital Partners, Inc. | |
| Title: | General Partner | |
| By: | /s/ Brian Adamsky | |
| Name: | Brian Adamsky | |
| Title: | Chief Financial Officer and Treasurer | |
| CO-INVEST MANAGEMENT, L.P. | ||
| By: | Co-Invest Capital Partners, Inc. | |
| Title: | General Partner | |
| By: | /s/ Brian Adamsky | |
| Name: | Brian Adamsky | |
| Title: | Chief Financial Officer and Treasurer | |
| CO-INVEST CAPITAL PARTNERS, INC. | ||
| /s/ Brian Adamsky | ||
| Name: | Brian Adamsky | |
| Title: | Chief Financial Officer and Treasurer | |
| THE CO-INVESTMENT FUND II, L.P. | ||
| By: | Co-Invest Management II, L.P. | |
| Title: | General Partner | |
| By: | Co-Invest Capital Partners II, Inc. | |
| Title: | General Partner | |
| By: | /s/ Brian Adamsky | |
| Name: | Brian Adamsky | |
| Title: | Chief Financial Officer and Treasurer | |
| CO-INVEST MANAGEMENT II, L.P. | ||
| By: | Co-Invest Capital Partners II, Inc. | |
| Title: | General Partner | |
| By: | /s/ Brian Adamsky | |
| Name: | Brian Adamsky | |
| Title: | Chief Financial Officer and Treasurer | |
| CO-INVEST CAPITAL PARTNERS II, INC. | ||
| /s/ Brian Adamsky | ||
| Name: | Brian Adamsky | |
| Title: | Chief Financial Officer and Treasurer | |
| /s/ Donald R. Caldwell | ||
| Donald R. Caldwell | ||
- 19 -