UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2(a)
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UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)*
Amber Road, Inc. |
(Name of Issuer) |
Common Stock, par value $0.001 per share |
(Title of Class of
Securities) |
Michael
R. Murphy
Discovery
Group I, LLC
300
South Wacker Drive
Suite
600
Chicago,
Illinois 60606 |
Telephone
Number: (312) 265-9600 |
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July 28, 2015 |
(Date of Event which Requires Filing
of this Statement) |
If the
filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*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 disclosures provided in
a prior cover page.
The information
required on 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 |
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1. |
Names of Reporting Persons.
Discovery Equity Partners, L.P. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
☐ |
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(b) |
☐ |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions)
WC |
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5. |
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐ |
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6. |
Citizenship or Place of Organization
Illinois |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
None. |
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8. |
Shared Voting Power
2,372,639 |
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9. |
Sole Dispositive Power
None. |
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7 |
Shared Dispositive Power
2,372,639 |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,372,639 |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
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13. |
Percent of Class Represented by Amount in Row (11)
9.1% |
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14. |
Type of Reporting Person (See Instructions)
PN |
CUSIP No. 02318Y108 |
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1. |
Names of Reporting Persons.
Discovery Group I, LLC |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
☐ |
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(b) |
☐ |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions)
AF |
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5. |
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐ |
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6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
None. |
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8. |
Shared Voting Power
2,372,639 |
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9. |
Sole Dispositive Power
None. |
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10. |
Shared Dispositive Power
2,372,639 |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,372,639 |
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12. |
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ☐ |
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13. |
Percent of Class Represented by Amount in Row (11)
9.1% |
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14. |
Type of Reporting Person (See Instructions)
IA |
CUSIP No. 02318Y108 |
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1. |
Names of Reporting Persons.
Daniel J. Donoghue |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
☐ |
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(b) |
☐ |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions)
AF |
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5. |
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐ |
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6. |
Citizenship or Place of Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
None. |
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8. |
Shared Voting Power
2,372,639 |
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9. |
Sole Dispositive Power
None. |
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10. |
Shared Dispositive Power
2,372,639 |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,372,639 |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
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13. |
Percent of Class Represented by Amount in Row (11)
9.1% |
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14. |
Type of Reporting Person (See Instructions)
IN |
CUSIP No. 02318Y108 |
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1. |
Names of Reporting Persons.
Michael R. Murphy |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
☐ |
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(b) |
☐ |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions)
AF |
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5. |
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐ |
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6. |
Citizenship or Place of Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
None. |
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8. |
Shared Voting Power
2,372,639 |
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9. |
Sole Dispositive Power
None. |
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10. |
Shared Dispositive Power
2,372,639 |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,372,639 |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
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13. |
Percent of Class Represented by Amount in Row (11)
9.1% |
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14. |
Type of Reporting Person (See Instructions)
IN |
Item
1. |
Security
and Issuer |
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This Amendment No.
1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, par value $0.001 per share (the “Common
Stock”), of Amber Road, Inc., a Delaware corporation (the “Company”), which has its principal
executive offices at One Meadowlands Plaza, East Rutherford, NJ 07073. This Amendment No. 1 amends and supplements, as set
forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect
to the Company on July 2, 2015 (the “Schedule 13D”). All capitalized terms used herein but not defined
herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 1, all information contained
in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete
and correct as of the date of this Amendment No. 1. |
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Item
3. |
Source
and Amount of Funds or Other Consideration |
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Item
3 of the Schedule 13D is hereby amended to read in its entirety as follows:
The total purchase price for the 2,372,639 shares of Common Stock beneficially owned by the Reporting Persons as of July 29, 2015 was approximately $17,418,455. The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy. |
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Item
5. |
Interest in Securities
of the Issuer |
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Item
5 of the Schedule 13D is hereby amended to read in its entirety as follows:
The information concerning percentages of ownership set forth below is based on 26,048,345 shares of Common Stock outstanding as of April 30, 2015 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
Discovery Equity Partners beneficially owns 2,372,639 shares of Common Stock as of July 29, 2015, which represents 9.1% of the outstanding Common Stock.
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Discovery Group beneficially owns 2,372,639 shares of Common Stock as of July 29, 2015, which represents 9.1% of the outstanding Common Stock.
Mr. Donoghue beneficially owns 2,372,639 shares of Common Stock as of July 29, 2015, which represents 9.1% of the outstanding Common Stock.
Mr. Murphy beneficially owns 2,372,639 shares of Common Stock as of July 29, 2015, which represents 9.1% of the outstanding Common Stock..
Discovery
Group is the sole general partner of Discovery Equity Partners. Messrs. Donoghue and Murphy are the sole managing
members of Discovery Group. As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed
to share beneficial ownership of all of the shares of Common Stock owned by Discovery Equity Partners.
The
transactions in Common Stock effected by the Reporting Persons since those reported in the Schedule 13D filed by the Reporting
Persons on July 2, 2015 are set out in Exhibit 1 hereto. |
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No
person other than Discovery Equity Partners is known to any Reporting Person
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any
of the shares of Common Stock reported herein.
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Item 6. |
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer |
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Item
6 of the Schedule 13D is hereby amended to read in its entirety as follows:
There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting
Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery
Group and Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement
of the Reporting Persons with respect to the Schedule 13D that was included as an exhibit thereto, the Joint Filing Agreement
of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and
the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities
Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively,
to this Amendment No. 1.
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Item 7. |
Material
to Be Filed as Exhibits |
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Exhibit 1: List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on July 2, 2015. |
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Exhibit 2: Joint Filing Agreement
dated as of July 30, 2015, by and among Discovery Equity Partners; Discovery Group;
Daniel J. Donoghue; and Michael R. Murphy. |
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Exhibit 3: Power of Attorney
of Daniel J. Donoghue, dated as of April 28, 2008. |
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Exhibit 4: Power of Attorney
of Michael R. Murphy, dated as of April 28, 2008. |
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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July
30, 2015 |
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Date |
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DISCOVERY
GROUP I, LLC,
for
itself and as general partner of
DISCOVERY
EQUITY PARTNERS, L.P.
By:
Michael R. Murphy* |
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Signature |
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Michael R. Murphy, Managing Member |
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Name/Title |
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Daniel J. Donoghue* |
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Signature |
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Daniel J. Donoghue |
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Name/Title |
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Michael R. Murphy* |
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Signature |
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Michael R. Murphy |
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Name/Title |
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*By:
/s/ Mark Buckley |
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Mark
Buckley
Attorney-in-Fact
for Daniel J. Donoghue
Attorney-in-Fact
for Michael R. Murphy |
Exhibit
Index
Exhibit
1 |
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List
of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D
filed by the Reporting Persons on July 2, 2015. |
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Exhibit
2 |
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Joint
Filing Agreement dated as of July 30, 2015, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and
Michael R. Murphy.
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Exhibit
3 |
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Power
of Attorney of Daniel J. Donoghue, dated as of April 28, 2008. |
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Exhibit
4 |
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Power
of Attorney of Michael R. Murphy, dated as of April 28, 2008. |
TRANSACTIONS
DURING PAST 60 DAYS
The
Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since those reported in the Schedule
13D filed by the Reporting Persons on July 2, 2015. Such transactions involved the purchase of shares on the New York
Stock Exchange. Certain of the prices reported below reflect the weighted average purchase price of the shares of Common Stock
purchased on the relevant date. The Reporting Persons hereby undertake to provide upon request to the SEC staff full information
regarding the number of shares and prices at which each transaction was effected.
Date |
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Type |
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Price |
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Shares |
7/6/2015 |
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Purchase |
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$ |
6.7100 |
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1 |
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9200 |
7/7/2015 |
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Purchase |
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$ |
6.6349 |
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2 |
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11134 |
7/8/2015 |
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Purchase |
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$ |
6.5450 |
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3 |
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13649 |
7/9/2015 |
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Purchase |
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$ |
6.6505 |
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4 |
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21153 |
7/10/2015 |
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Purchase |
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$ |
6.8329 |
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5 |
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1471 |
7/13/2015 |
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Purchase |
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$ |
7.0791 |
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6 |
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15562 |
7/14/2015 |
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Purchase |
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$ |
7.1736 |
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7 |
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35703 |
7/15/2015 |
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Purchase |
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$ |
6.9200 |
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8 |
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11000 |
7/16/2015 |
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Purchase |
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$ |
6.9109 |
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9 |
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8285 |
7/17/2015 |
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Purchase |
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$ |
6.7107 |
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10 |
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10072 |
7/20/2015 |
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Purchase |
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$ |
6.5799 |
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11 |
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7500 |
7/21/2015 |
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Purchase |
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$ |
6.2797 |
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12 |
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39087 |
7/22/2015 |
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Purchase |
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$ |
5.9872 |
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13 |
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23675 |
7/23/2015 |
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Purchase |
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$ |
6.1397 |
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14 |
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7950 |
7/24/2015 |
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Purchase |
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$ |
6.0270 |
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15 |
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24825 |
7/27/2015 |
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Purchase |
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$ |
5.9505 |
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16 |
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12591 |
7/28/2015 |
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Purchase |
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$ |
5.8057 |
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17 |
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14753 |
7/29/2015 |
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Purchase |
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$ |
5.7600 |
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3103 |
1
This transaction was executed in multiple trades at prices ranging from $6.58 – 6.75.
2
This transaction was executed in multiple trades at prices ranging from $6.54 – 6.69.
3
This transaction was executed in multiple trades at prices ranging from $6.50 – 6.60.
4
This transaction was executed in multiple trades at prices ranging from $6.57 – 6.67.
5
This transaction was executed in multiple trades at prices ranging from $6.75 – 6.95.
6
This transaction was executed in multiple trades at prices ranging from $7.05 – 7.12.
7
This transaction was executed in multiple trades at prices ranging from $7.07 – 7.25.
8
This transaction was executed in multiple trades at prices ranging from $6.79 – 7.00.
9
This transaction was executed in multiple trades at prices ranging from $6.85 – 6.94.
10
This transaction was executed in multiple trades at prices ranging from $6.69 – 6.75.
11
This transaction was executed in multiple trades at prices ranging from $6.53 – 6.60.
12
This transaction was executed in multiple trades at prices ranging from $6.15 – 6.42.
13
This transaction was executed in multiple trades at prices ranging from $5.90 – 6.14.
14
This transaction was executed in multiple trades at prices ranging from $6.00 – 6.19.
15
This transaction was executed in multiple trades at prices ranging from $5.98 – 6.18.
16
This transaction was executed in multiple trades at prices ranging from $5.73 – 6.04.
17 This transaction was executed in
multiple trades at prices ranging from $5.76 – 5.85.
JOINT
FILING AGREEMENT
The
undersigned hereby agree to the joint filing of the Amendment No. 1 to Schedule 13D to which this Agreement is attached.
Dated:
July 30, 2015
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DISCOVERY GROUP I, LLC, |
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for itself
and as general partner of |
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DISCOVERY
EQUITY PARTNERS, L.P. |
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By |
Michael
R. Murphy* |
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Michael
R. Murphy |
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Managing Member |
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Daniel
J. Donoghue* |
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Daniel J.
Donoghue |
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Michael
R. Murphy* |
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Michael
R. Murphy |
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*By: |
/s/
Mark Buckley |
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Mark Buckley |
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Attorney-in-Fact for Daniel J. Donoghue |
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Attorney-in-Fact for Michael R. Murphy |
POWER
OF ATTORNEY
The
undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power
to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for
and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities
Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits,
and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities
and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do
and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as
the undersigned might or could do in person.
This
Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact and agent.
IN
WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
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/s/
Daniel J. Donoghue |
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Daniel
J. Donoghue |
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STATE OF ILLINOIS |
) |
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) SS. |
COUNTY OF COOK |
) |
I,
Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue,
who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this
day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses
and purposes therein set forth.
Given
under my hand and notarial seal, this 28th day of April, 2008.
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/s/
Kareema M. Cruz |
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Notary
Public |
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POWER
OF ATTORNEY
The
undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to
execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and
on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange
Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any
other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and
Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and
perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the
undersigned might or could do in person.
This
Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact and agent.
IN
WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
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/s/
Michael R. Murphy |
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Michael
R. Murphy |
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STATE OF ILLINOIS |
) |
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) SS. |
COUNTY OF COOK |
) |
I,
Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who
is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this
day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses
and purposes therein set forth.
Given
under my hand and notarial seal, this 28th day of April, 2008.
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/s/
Kareema M. Cruz |
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Notary
Public |
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Grafico Azioni AMBER ROAD, INC. (NYSE:AMBR)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni AMBER ROAD, INC. (NYSE:AMBR)
Storico
Da Lug 2023 a Lug 2024