Statement of Changes in Beneficial Ownership (4)
28 Marzo 2014 - 10:39PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GOLDMAN SACHS GROUP INC
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2. Issuer Name
and
Ticker or Trading Symbol
Amber Road, Inc.
[
AMBR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
200 WEST STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/26/2014
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(Street)
NEW YORK, NY 10282
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/26/2014
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C
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2987756
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A
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(2)
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2987756
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I
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See footnotes
(1)
(2)
(5)
(6)
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Common Stock
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3/26/2014
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S
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674387
(3)
(4)
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D
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$12.09
(3)
(4)
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2313369
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I
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See footnotes
(1)
(3)
(4)
(5)
(6)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series E Redeemable Convertible Preferred Stock
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(2)
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3/26/2014
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C
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4472671
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(2)
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(2)
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Common Stock
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2987756
(2)
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(2)
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0
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I
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See footnotes
(1)
(2)
(5)
(6)
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Explanation of Responses:
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(
1)
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This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group.
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(
2)
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Each share of Series E Redeemable Convertible Preferred Stock, no par value, of Amber Road, Inc. (the "Company"), converted automatically, for no additional consideration, into the Company's common stock, $0.001 par value (the "Common Stock"), immediately prior to the closing of the Company's initial public offering (the "Initial Offering") of Common Stock.
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(
3)
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In connection with the Initial Offering of Common Stock of the Company, pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus, each dated March 20, 2014, Goldman Sachs, as a selling stockholder, sold 444,602 shares of Common Stock at $12.09 per share, which represents the $13.00 Initial Offering price per share of Common Stock, less the underwriting discount of $0.91 per share of Common Stock. The Initial Offering closed on March 26, 2014.
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(
4)
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Pursuant to the Underwriting Agreement and in connection with the Initial Offering, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional shares of Common Stock from the selling stockholders. The Over-Allotment Option closed simultaneously with the Initial Offering on March 26, 2014. Goldman Sachs sold an additional 229,785 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
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(
5)
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As of March 26, 2014, as a result of the Initial Offering and the exercise of the Over-Allotment Option, Goldman Sachs beneficially owns directly, and GS Group may be deemed to beneficially own indirectly, 2,313,369 shares of Common Stock of the Company. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
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(
6)
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The Reporting Persons are no longer beneficial owners of more than 10% of the Common Stock of the Company, and are therefore no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK, NY 10282
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X
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GOLDMAN SACHS & CO
200 WEST STREET
NEW YORK, NY 10282
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X
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Signatures
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/s/ Kevin P. Treanor, Attorney-in-fact
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3/28/2014
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**
Signature of Reporting Person
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Date
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/s/ Kevin P. Treanor, Attorney-in-fact
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3/28/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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