Statement of Ownership (sc 13g)
24 Settembre 2014 - 9:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Amber
Road, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
02318Y108
(CUSIP Number)
September 22, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 02318Y108 |
13G |
Page
2 of 8 |
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1. |
Names Of Reporting
Persons
I.R.S. Identification
No. Of Above Persons (Entities Only)
Gagnon
Securities LLC
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2. |
check the appropriate box if a group |
(a) o
(b) x |
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3. |
sec use only |
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4. |
citizenship or
place of organization
Delaware Limited Liability Company
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number of shares beneficially owned by each reporting person with: |
5. |
sole voting power |
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0 |
6. |
shared voting power |
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747,760 |
7. |
sole dispositive power |
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0 |
8. |
shared dispositive power |
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822,087 |
9. |
aggregate amount beneficially owned by each reporting person |
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822,087 |
10. |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
o |
11. |
percent of class represented by amount in row (9) |
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3.26%
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12. |
type of reporting person (See Instructions) |
IA, BD |
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CUSIP
No. 02318Y108 |
13G |
Page
3 of 8 |
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1. |
Names Of Reporting
Persons
I.R.S. Identification
No. Of Above Persons (Entities Only)
Neil Gagnon
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2. |
check the appropriate box if a group |
(a) o
(b) x |
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3. |
sec use only |
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4. |
citizenship or
place of organization
USA
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number of shares beneficially owned by each reporting person with: |
5. |
sole voting power |
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92,841 |
6. |
shared voting power |
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1,151,081 |
7. |
sole dispositive power |
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92,841 |
8. |
shared dispositive power |
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1,231,359 |
9. |
aggregate amount beneficially owned by each reporting person |
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1,324,200 |
10. |
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
o |
11. |
percent of class represented by amount in row (9) |
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5.25%
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12. |
type of reporting person (See Instructions) |
IN |
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CUSIP
No. 02318Y108 |
13G |
Page
4 of 8 |
Item 1.
(a) |
Name of Issuer: |
Amber Road,
Inc. |
(b) |
Address of Issuer’s
Principal Executive Offices: |
One Meadowlands
Plaza |
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East Rutherford, NJ 07073 |
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Item 2. |
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Name
of Person Filing: |
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Neil
Gagnon has sole voting and dispositive power over 92,841 shares of the Issuer’s Common Stock. In addition, Mr.
Gagnon has shared voting power over 1,151,081 shares of the Issuer’s Common Stock and shared dispositive power over
1,231,359 shares of the Issuer’s Common Stock. |
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Mr.
Gagnon is the managing member and principal owner of Gagnon Securities LLC (“GS”), an investment adviser registered
with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended
(the “Advisers Act”), and a registered broker-dealer, in its role as investment manager to several customer accounts,
foundations, partnerships and trusts (collectively, the “Accounts”) to which it furnishes investment advice. Mr.
Gagnon and GS may be deemed to share voting power with respect to 747,760 shares of Common Stock held in the Accounts and
dispositive power with respect to 822,087 shares of Common Stock held in the Accounts. GS and Mr. Gagnon expressly disclaim
beneficial ownership of all securities held in the Accounts. |
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Mr.
Gagnon is also the Chief Executive Officer of Gagnon Advisors, LLC (“Gagnon Advisors”), an investment adviser
registered with the SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon
Investment Associates, LLC (“GIA”), a private investment fund, may be deemed to share voting and dispositive power
with respect to the 363,192 shares of the Issuer’s Common Stock held by GIA. GS and Mr. Gagnon expressly disclaim beneficial
ownership of all securities held by GIA. |
(c) |
Address of Principal Business Office or, if none, Residence: |
1370 Ave. of the Americas, Suite 2400 |
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New York, NY 10019 |
(d) |
Citizenship: |
Gagnon
Securities LLC: Delaware Limited Liability Company |
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Neil
Gagnon: USA |
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(e) |
Title of Class
of Securities: |
Common Stock, $0.001
par value per share |
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(f) |
CUSIP Number: |
02318Y108 |
CUSIP
No. 02318Y108 |
13G |
Page
5 of 8 |
Item 3. | If this statement is filed
pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
(a) |
o |
Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o |
Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
o |
An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund
in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person
in accordance with § 13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15U.S.C. 80a-3); |
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(j) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
CUSIP
No. 02318Y108 |
13G |
Page
6 of 8 |
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a) |
Amount beneficially
owned: |
Gagnon
Securities LLC: 822,087 |
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Neil
Gagnon: 1,324,200 |
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(b) |
Percent of class: |
Gagnon
Securities LLC: 3.26% |
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Neil
Gagnon: 5.25% |
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Calculation
of percentage of beneficial ownership is based on 25,230,396 shares of the Issuer’s Common Stock outstanding as reported
on the Issuer’s Form 10-Q filed on August 8, 2014. |
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(c) |
Number of shares as to
which the person has: |
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(i) |
Sole power to vote or to direct
the vote: |
Gagnon Securities
LLC: 0 |
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Neil Gagnon:
92,841 |
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(ii) |
Shared power to vote or to direct the
vote: |
Gagnon Securities LLC:
747,760 |
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Neil Gagnon:
1,151,081 |
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(iii) |
Sole power to dispose or to direct the
disposition of: |
Gagnon Securities LLC: 0 |
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Neil Gagnon:
92,841 |
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(iv) |
Shared power to dispose or to direct the
disposition of: |
Gagnon Securities LLC:
822,087 |
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Neil Gagnon:
1,231,359 |
Item 5 | Ownership of Five Percent
or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following o.
Item 6 | Ownership of More than Five
Percent on Behalf of Another Person |
The
Accounts described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, securities held in their respective accounts. To the knowledge of the Reporting Persons, the interest in any
such account does not exceed 5% of the class of securities. Except to the extent described herein, the Reporting Person disclaims
beneficial ownership of all such securities.
CUSIP
No. 02318Y108 |
13G |
Page
7 of 8 |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 230.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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September 24, 2014 |
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Date |
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GAGNON SECURITIES LLC |
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BY: |
/s/ Neil Gagnon |
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Signature |
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Neil Gagnon, Managing Member |
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Name/Title |
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NEIL GAGNON |
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/s/ Neil Gagnon |
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Signature |
CUSIP
No. 02318Y108 |
13G |
Page
8 of 8 |
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall
not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or
it knows or has reason to believe that such information is inaccurate.
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September 24, 2014 |
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Date |
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GAGNON SECURITIES LLC |
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BY: |
/s/ Neil Gagnon |
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Signature |
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Neil Gagnon, Managing Member |
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Name/Title |
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NEIL GAGNON |
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/s/ Neil Gagnon |
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Signature |
Grafico Azioni AMBER ROAD, INC. (NYSE:AMBR)
Storico
Da Lug 2024 a Ago 2024
Grafico Azioni AMBER ROAD, INC. (NYSE:AMBR)
Storico
Da Ago 2023 a Ago 2024