SEC Form 4 · accession 0001213900-17-003625
Amber Road, Inc. · AMBR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald R Caldwell
10% Owner
Period of report
Apr 7, 2017
Accepted (ET)
Apr 11, 2017 · 1:31 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 | Apr 7, 2017 | S | 287,600 | $7.01 | D | 2,949,147 | I | See Footnote 2 |
| Common StockF1,F2 | Apr 10, 2017 | S | 295,262 | $7.10 | D | 2,653,885 | 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 sales of the shares were made by The Co-Investment Fund II, L.P. (45%) and The Co-Investment 2000 Fund, L.P. (55%) in connection with their maturity and their obligation to make distributions to its partners.
- F2Consists of 1,316,296 shares (after sales on April 7, 2017) and 1,183,428 shares (after sales on April 10, 2017) held by The Co-Investment Fund II, L.P. and 1,632,851 shares (after sales on April 7, 2017) and 1,470,457 shares (after sales on April 10, 2017) held by The Co-Investment 2000 Fund, L.P. (the "Funds"). Donald R. Caldwell is a 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.
Remarks
The Reporting Person disclaims beneficial ownership of the shares held by the Funds except to the extent of the Reporting Person's own pecuniary interest therein.