SEC Form 4 · accession 0001628280-17-008444
Amber Road, Inc. · AMBR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rudy Howard
Director
Period of report
Aug 7, 2017
Accepted (ET)
Aug 9, 2017 · 3:04 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 | — | Aug 7, 2017 | A | 10,804 | A | — | — | Common Stock | 10,804 | 10,804 | D |
Explanation of responses
- F1Restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of the registrant.
- F2The RSUs represent a one-time award received by non-employee members of the Board of Directors of the registrant ("Board"). Each RSU will vest on the earlier of (i) the first anniversary of the grant date of such RSU, (ii) the date of the director's death, or (iii) upon a Change of Control of the registrant, as defined in the related RSU agreement (the "Vesting Date"), provided that the non-employee director has remained in continuous service as a member of the Board until the Vesting Date. The director will forfeit 100% of the RSUs upon the director's separation from the registrant prior to the Vesting Date. The registrant will not deliver the shares underlying the RSUs until the earlier of the director's separation from the registrant or a Change of Control.