Amended Statement of Ownership (sc 13g/a)
May 20 2019 - 5:05PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G/A
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 7)*
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Amber
Road, Inc.
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(Name
of Issuer)
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Common stock, $0.001 par value per share
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(Title
of Class of Securities)
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02318Y108
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(CUSIP
Number)
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May
13, 2019
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*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
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13G/A
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Page
2 of 7
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1.
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Names Of Reporting
Persons
Gagnon
Securities LLC
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2.
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check the appropriate box if a group
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(a)
o
(
b)
x
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3.
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sec use only
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4.
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citizenship or
place of organization
Delaware Limited
Liability Company
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number of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole voting power
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0
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6.
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shared voting power
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0
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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0
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9.
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aggregate amount beneficially owned by each reporting person
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0
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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0.0%
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12.
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type of reporting person (See Instructions)
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IA, BD
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CUSIP No. 02318Y108
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13G/A
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Page
3 of 7
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1.
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Names
Of Reporting Persons
Neil
Gagnon
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2.
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check
the appropriate box if a group
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(a)
o
(
b)
x
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3.
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sec
use only
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4.
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citizenship
or place of organization
USA
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number
of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole
voting power
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0
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6.
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shared
voting power
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0
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7.
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sole
dispositive power
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0
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8.
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shared
dispositive power
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0
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9.
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aggregate
amount beneficially owned by each reporting person
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0
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10.
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent
of class represented by amount in row (9)
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0.0%
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12.
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type
of reporting person (See Instructions)
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IN
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CUSIP No. 02318Y108
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13G/A
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Page
4 of 7
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(a)
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Name
of Issuer:
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Amber Road, Inc.
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(b)
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Address
of Issuer’s Principal
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One Meadowlands Plaza
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Executive Offices:
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East Rutherford, NJ 07073
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Item
2.
(a)
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Name
of Person Filing:
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Neil
Gagnon has sole voting and dispositive power over 0 shares of the Issuer’s common stock, $0.001 par value per share (the
“common stock”). In addition, Mr. Gagnon has shared voting power over 0 shares of the Issuer’s common stock
and shared dispositive power over 0 shares of common stock.
Mr.
Gagnon is the managing member and principal owner of Gagnon Securities LLC (“GS”), an investment adviser registered
with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations,
partnerships and trusts (collectively, the “Accounts”) to which it furnishes investment advice. GS and Mr. Gagnon
may be deemed to share voting power with respect to 0 shares of common stock held in the Accounts and dispositive power with respect
to 0 shares of common stock held in the Accounts. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities
held in the Accounts.
Mr. Gagnon is also
the Chief Executive Officer of Gagnon Advisors, LLC (“Gagnon Advisors”), an investment adviser registered with the
SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon Investment Associates,
LLC (“GIA”), a private investment fund, may be deemed to share voting and dispositive power with respect to the 0
shares of the Issuer’s common stock held by GIA. Gagnon Advisors and Mr. Gagnon expressly disclaim beneficial ownership
of all securities held by GIA.
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(b)
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Address
of Principal Business Office:
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1370 Ave. of the Americas, 24
th
Floor
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or, if none, Residence
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New York, NY 10019
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(c)
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Citizenship:
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Gagnon Securities LLC
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Delaware Limited Liability Company
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Neil Gagnon
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USA
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(d)
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Title of Class of Securities:
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Common stock, $0.001 par value per share
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(e)
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CUSIP Number:
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02318Y108
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CUSIP No. 02318Y108
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13G/A
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Page
5 of 7
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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o
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An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding
company or control person in accordance with § 13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan
that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15U.S.C. 80a-3);
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(j)
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o
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____
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CUSIP
No. 02318Y108
|
13G/A
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Page
6 of 7
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The aggregate number and percentage of the class of securities of the issuer identified in Item 1 was as follows:
(a)
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Amount
beneficially owned:
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Gagnon
Securities LLC: 0
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Neil
Gagnon: 0
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(b)
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Percent of class:
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Gagnon
Securities LLC: 0.0%
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Neil
Gagnon
: 0.0%
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Calculation of percentage of beneficial ownership is based on 28,413,436 shares of the Issuer’s common
stock outstanding on April 30, 2019, as reported on the Issuer’s Form 10-Q filed on May 10, 2019.
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote:
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Gagnon
Securities LLC: 0
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Neil
Gagnon
: 0
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(ii)
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Shared
power to vote or to direct the vote:
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Gagnon
Securities LLC: 0
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Neil
Gagnon
: 0
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(iii)
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Sole
power to dispose or to direct the disposition of:
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Gagnon
Securities LLC: 0
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Neil
Gagnon
: 0
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(iv)
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Shared
power to dispose or to direct the disposition of:
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Gagnon
Securities LLC: 0
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Neil
Gagnon
: 0
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Item
5
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Ownership
of Five Percent or Less of a Class.
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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
x
.
Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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The
Accounts described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, securities held in their respective accounts. To the knowledge of the Reporting Persons, the interest in any
such account does not exceed 5% of the class of securities. Except to the extent described herein, the Reporting Person disclaims
beneficial ownership of all such securities.
Items
7 – 9.
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Not
Applicable.
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CUSIP
No. 02318Y108
|
13G/A
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Page
7 of 7
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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 Section 230.14a-11.
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.
Dated: May 20, 2019
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NEIL GAGNON
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/s/
Neil Gagnon
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GAGNON SECURITIES
LLC
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/s/
Neil Gagnon
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Name: Neil Gagnon
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Title: Managing
Member
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