Statement of Changes in Beneficial Ownership (4)
July 20 2017 - 5:31PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Preuninger James W
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2. Issuer Name
and
Ticker or Trading Symbol
Amber Road, Inc.
[
AMBR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O AMBER ROAD, INC., ONE MEADOWLANDS PLAZA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/14/2017
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(Street)
EAST RUTHERFORD, NJ 07073
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
(1)
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$0.0
(2)
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7/14/2017
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A
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97013
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(3)
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(3)
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Common Stock
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97013.0
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$0
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97013
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D
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Restricted Stock Units
(4)
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$0.0
(5)
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7/14/2017
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A
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136537
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(6)
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(6)
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Common Stock
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136537.0
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$0
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136537
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D
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Employee Stock Option (right to buy)
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$9.09
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7/14/2017
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A
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232038
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(7)
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7/14/2027
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Common Stock
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232038.0
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$0
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232038
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D
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Explanation of Responses:
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(1)
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Restricted Stock Units ("RSUs").
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(2)
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Each RSU represents a contingent right to receive one share of common stock of the registrant.
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(3)
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The RSUs will vest 25% on each anniversary of the grant date.
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(4)
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Performance Stock Units ("PSUs"). Of the total grant, 28,745 relate to equity compensation for 2017 and 107,792 relate to equity compensation for 2016 as Mr. Preuninger declined any equity award in 2016 in order to maximize the remaining shares available in registrant's 2012 Omnibus Incentive Compensation Plan for grants to other employee participants. The target number of units is presented in the table. The number of units that actually vest may be higher or lower than the target amount, depending on the extent to which the registrant meets or exceeds the performance criteria.
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(5)
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Each PSU represents a contingent right to receive one share of common stock of the registrant.
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(6)
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The PSUs will vest upon the achievement of certain performance criteria related to the registrant's adjusted EBITDA for the fiscal year ended 2018.
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(7)
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The option will vest 25% on the one-year anniversary of the grant date, and 6.25% at the end of each three-month period thereafter.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Preuninger James W
C/O AMBER ROAD, INC.
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NJ 07073
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X
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Chief Executive Officer
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Signatures
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/s/ James W. Preuninger
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7/20/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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