SEC Form 4 · accession 0001213900-16-016839
Amber Road, Inc. · AMBR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald R Caldwell
Director · 10% Owner
Period of report
Sep 14, 2016
Accepted (ET)
Sep 16, 2016 · 5:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001314223
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 14, 2016 | S | 1,450,000 | $9.00 | D | 4,146,677 | I | See Footnote 2 |
| Common StockF3 | holding | — | — | — | 25,110 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The sale of the shares was made by Cross Atlantic Technology Fund II, L.P. in connection with its maturity and its obligation to make distributions to its partners.
- F2Consists of 542,899 shares held by Cross Atlantic Technology Fund, II, L.P., 1,610,880 shares held by The Co-Investment Fund II, L.P. and 1,922,898 shares held by 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.
- F3Under the terms of the applicable partnership agreements of the Funds, the Reporting Person is deemed to hold these shares for the benefit of the Funds, which are entitled to receive the net economic benefit of the shares as a credit against the management fees owed by the Funds to Cross Atlantic Capital Partners, Inc. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.