SEC Form 4 · accession 0001628280-19-002718

Amber Road, Inc. · AMBR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Mar 7, 2019

Accepted (ET)

Mar 8, 2019 · 9:37 pm EST

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 Stock^F1,F2	Mar 7, 2019	M	682,685	$0.00	A	2,355,054	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F2	$0.00	Mar 7, 2019	M	0	D	Mar 7, 2019	Mar 7, 2019	Common Stock	0	0	D

F1Performance Share Units ("PSUs") originally granted on July 14, 2017 in the target amount of 28,745 (for 2017) and 107,792 (for 2016) as disclosed and explained in a Form 4 on July 20, 2017, fully vested on March 7, 2019 based upon the achievement of certain performance criteria related to the registrant's adjusted EBITDA for the fiscal year ended 2018. The performance exceeded the achievement cap resulting in a 5x multiplier to the target number of PSUs.
F2The 5x multiplier to the collective target number of 136,537 PSUs results in an award of 682,685 shares of common stock. Although the 682,685 shares of common stock are included in Table I, Column 5 "Amount of Securities Beneficially Owned Following Reported Transactions," Mr. Preuninger has agreed to a deferred delivery of the 682,685 shares in six approximately equal issuances on the first trading day of each month starting in July 2019 and ending in December 2019. Pursuant to a 10b5-1 trading plan that Mr. Preuninger has put in place, each issuance shall be delivered on the first trading day of each month referenced above and 50% of each issuance (representing coverage of the associated tax liability) will be sold in such a consecutive manner so as not to exceed 20,000 shares sold per trading day.