Statement of Changes in Beneficial Ownership (4)
January 05 2018 - 5:53PM
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
*
Cooke Albert C III
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP, Global Sales
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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)
1/2/2018
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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
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$0.0
(1)
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1/2/2018
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A
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25000
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(2)
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(2)
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Common Stock
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25000.0
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$0
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25000
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D
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Restricted Stock Units
(3)
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$0.0
(3)
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1/2/2018
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A
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25000
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(4)
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(4)
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Common Stock
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25000.0
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$0
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25000
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D
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Explanation of Responses:
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(1)
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Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock of the registrant.
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(2)
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On January 2, 2018, the reporting person was granted 25,000 RSUs, of which 1/4th will vest on each of the first, second, third and fourth anniversaries of the grant date until fully vested on January 2, 2022.
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(3)
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Performance Stock Units ("PSUs"). Each PSU represents a contingent right to receive one share of common stock of the registrant.
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(4)
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On January 2, 2018, the reporting person was granted 25,000 PSUs, which will vest upon the achievement of certain performance criteria related to the registrant's organic subscription revenue growth in the Europe, Middle East and Asia (EMEA) region through the fiscal year ended 2019.
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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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Cooke Albert C III
C/O AMBER ROAD, INC.
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NJ 07073
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VP, Global Sales
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Signatures
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/s/ Albert C. Cooke III
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1/5/2018
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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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