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Filing Details

Accession Number:: 0001193805-14-000627
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-03-26 20:20:53
Reporting Period:: 2014-03-26

Filing Date:: 2014-03-26
Accepted Time:: 2014-03-26 20:20:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1314223	Amber Road Inc.	AMBR	Services-Prepackaged Software (7372)	222590301

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1115016	M Bernard Goldsmith	2445 M Street., 3Rd Floor Washington DC 20037		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-03-26	187,079	$0.00	221,852	No	4	C	Indirect	By Fund
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-03-26	1,362,630	$0.00	1,584,482	No	4	C	Indirect	By Funds
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-03-26	1,939,334	$0.00	3,523,816	No	4	C	Indirect	By Funds
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-03-26	369,340	$0.00	3,893,156	No	4	C	Indirect	By Fund
Common Stock, $0.001 Par Value Per Share	Disposition	2014-03-26	803,973	$13.00	3,089,183	No	4	S	Indirect	By Funds

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Fund
No	4	C	Indirect	By Funds
No	4	C	Indirect	By Funds
No	4	C	Indirect	By Fund
No	4	S	Indirect	By Funds

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2014-03-26	180,360	$0.00	187,079	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-03-26	1,238,187	$0.00	1,362,630	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-03-26	1,775,542	$0.00	1,939,334	$0.00
Common Stock	Series D Preferred Stock	Disposition	2014-03-26	332,989	$0.00	369,340	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

This transaction is being reported because it occurred within the six months prior to the initial public offering. On the date listed, (i) 180,360 shares of Series A Preferred shares were automatically converted into 187,079 shares of common stock, (ii) 1,238,187 shares of Series B Preferred shares were automatically converted into 1,362,630 shares of common stock, (iii) 1,775,542 shares of Series C Preferred shares were automatically converted into 1,939,334 shares of common stock, and (iv) 332,989 shares of Series D Preferred shares were automatically converted into 369,340 shares of common stock. The foregoing shares of common stock are on an as converted basis and include the payment of shares in satisfaction of
Each share of Preferred Stock converted automatically into shares of common stock upon the closing of the issuer's initial public offering of its common stock.
Includes shares of common stock issued in satisfaction of $87,360 of accrued but unpaid dividends on the Series A Preferred Stock, calculated on the basis of $13.00 per share of common stock, which was the price per share of the common stock issued in the registrant's initial public offering.
These shares are issued to Updata Partners III, L.P.
Includes shares of common stock issued in satisfaction of $1,617,778 of accrued but unpaid dividends on the Series B Preferred Stock, calculated on the basis of $13.00 per share of common stock, which was the price per share of the common stock issued in the registrant's initial public offering.
Consists of shares held by or issuable to Updata Partners III, L.P., Updata Venture Partners II B, L.P., UVP II Executive Fund, L.P., and Updata Venture Partners II, L.P. (the "Funds"). Bernard Goldsmith, a director of the Issuer, is a member of NJVA, LLC, which is the general partner of Updata Venture Associates II, L.P., which is the general partner of Updata Venture Partners II, L.P. Bernard Goldsmith, is a member of NJVA, LLC, which is the general partner of Updata Venture Associates II, L.P., which is the general partner of Updata Venture Partners II B, L.P. Bernard Goldsmith, is a member of NJVA, LLC, which is the general partner of Updata Venture Associates II, L.P., which is the general partner of UVP II Executive Fund, L.P. Bernard Goldsmith, is a member of NJVA III, LLC, which is the general partner of Updata Associates III, L.P., which is the general partner of Updata Partners III, L.P.
Consists of 953,843 shares issued to Updata Partners III, L.P., 63,402 shares issued to Updata Venture Partners II B, L.P., 20,831 shares issued to UVP Executive Fund, L.P., and 324,554 shares issued to Updata Venture Partners II, L.P.
Includes shares of common stock issued in satisfaction of $2,129,313 of accrued but unpaid dividends on the Series C Preferred Stock, calculated on the basis of $13.00 per share of common stock, which was the price per share of the common stock issued in the registrant's initial public offering.
Consists of 1,581,744 shares issued to Updata Partners III, L.P., 283,906 shares issued to Updata Venture Partners II B, L.P., 18,222 shares issued to UVP Executive Fund, L.P., and 55,462 shares issued to Updata Venture Partners II, L.P.
Includes shares of common stock issued in satisfaction of $472,564 of accrued but unpaid dividends on the Series D Preferred Stock, calculated on the basis of $13.00 per share of common stock, which was the price per share of the common stock issued in the registrant's initial public offering.
These shares are being sold by the Funds as follows: (i) Updata Partners III. L.P., 645,031 shares, (ii) Updata Venture Partners II, L.P., 126,190 shares, (iii) Updata Venture Partners II B, L.P., 24,652 shares, and (iv) UVP Executive Fund, L.P., 8,100 shares.