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Filing Details

Accession Number:: 0001193805-14-000629
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-03-26 20:22:47
Reporting Period:: 2014-03-26

Filing Date:: 2014-03-26
Accepted Time:: 2014-03-26 20:22:47
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
1211700	R Donald Caldwell	Five Radnor Corporate Center, Suite 555 100 Matsonford Road Radnor PA 19087		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	3,131,867	$0.00	3,714,001	No	4	C	Indirect	By Funds
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-03-26	1,849,939	$0.00	5,563,940	No	4	C	Indirect	By Funds
Common Stock, $0.001 Par Value Per Share	Acquisiton	2014-03-26	1,541,690	$0.00	7,105,630	No	4	C	Indirect	By Funds
Common Stock, $0.001 Par Value Per Share	Disposition	2014-03-26	1,508,953	$13.00	5,596,677	No	4	S	Indirect	By Funds

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Funds
No	4	C	Indirect	By Funds
No	4	C	Indirect	By Funds
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	3,019,371	$0.00	3,131,867	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-03-26	1,693,696	$0.00	1,849,939	$0.00
Common Stock	Series D Preferred Stock	Disposition	2014-03-26	1,389,955	$0.00	1,541,690	$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

Footnotes

This transaction is being reported because it occurred within the six months prior to the initial public offering. On the date listed, the Funds (as defined below) converted (i) 3,019,371 shares of Series A Preferred shares for 3,131,867 shares of common stock, (ii) 1,693,696 shares of Series C Preferred shares for 1,849,939 shares of common stock, and (iii) 1,389,955 shares of Series D Preferred shares for 1,541,690 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 accrued but unpaid dividends.
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 $1,462,471 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.
Consists of shares held by or issuable to Cross Atlantic Technology Fund, II, L.P., The Co-Investment Fund II, L.P. and The Co-Investment 2000 Fund, L.P. (the "Funds"). Donald R. Caldwell, a director of the Issuer, is a director, shareholder and officer of Cross Atlantic Capital Partners II, Inc., which is the general partner of XATF Management II, L.P., which is the general partner of Cross Atlantic Technology Fund II, L.P. Donald R. Caldwell, is director, shareholder and officer of Co-Invest Capital Partners, Inc., which is the general partner Co-Invest Management, L.P., which is the general partner of The Co-Investment 2000 Fund, L.P. Donald R. Caldwell is a director, shareholder and officer of Co-Invest Capital Partners II, Inc., which is the general partner of Co-Invest Management II, L.P., which is the general partner of The Co-Investment Fund II, L.P.
Consists of 1,385,782 shares issued to Cross Atlantic Technology Fund II, L.P., 360,303 shares issued to The Co-Investment Fund II, L.P. and 1,385,782 shares issued to The Co-Investment 2000 Fund, L.P.
Includes shares of common stock issued in satisfaction of $2,031,161 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 893,978 shares issued to Cross Atlantic Technology Fund II, L.P., 61,983 shares issued to The Co-Investment Fund II, L.P. and 893,978 shares issued to The Co-Investment 2000 Fund, L.P.
Includes shares of common stock issued in satisfaction of $1,972,566 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.
Consists of 1,389,955 shares issued to The Co-Investment Fund II, L.P.
These shares are being sold by the Funds as follows: (i) Cross Atlantic Technology Fund, II, L.P., 544,443 shares (ii) The Co-Investment Fund II, L.P., 420,067 shares and, (iii) The Co-Investment 2000 Fund, L.P., 544,443.