SEC Form 4 · accession 0001628280-17-007162
Amber Road, Inc. · AMBR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James W Preuninger
Officer — Chief Executive Officer · Director
Period of report
Jul 14, 2017
Accepted (ET)
Jul 20, 2017 · 5:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001314223
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2,F3 | $0.00 | Jul 14, 2017 | A | 97,013 | A | — | — | Common Stock | 97,013 | 97,013 | D |
| Restricted Stock UnitsF4,F5,F6 | $0.00 | Jul 14, 2017 | A | 136,537 | A | — | — | Common Stock | 136,537 | 136,537 | D |
| Employee Stock Option (right to buy)F7 | $9.09 | Jul 14, 2017 | A | 232,038 | A | — | Jul 14, 2027 | Common Stock | 232,038 | 232,038 | D |
Explanation of responses
- F1Restricted Stock Units ("RSUs").
- F2Each RSU represents a contingent right to receive one share of common stock of the registrant.
- F3The RSUs will vest 25% on each anniversary of the grant date.
- F4Performance 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.
- F5Each PSU represents a contingent right to receive one share of common stock of the registrant.
- F6The PSUs will vest upon the achievement of certain performance criteria related to the registrant's adjusted EBITDA for the fiscal year ended 2018.
- F7The 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.