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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (2) | 03/26/2014 | C | 50,100 | (2) | (2) | Common Stock | 51,966 (2) (3) | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Preuninger John W C/O AMBER ROAD, INC. ONE MEADOWLANDS PLAZA EAST RUTHERFORD, NJ 07073 |
X | President, COO and Director |
/s/ John W. Preuninger | 03/26/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This transaction is being reported because it occurred within the six months prior to the initial public offering. On the date listed, 50,100 shares of Series A Preferred shares were automatically converted into 51,966 shares of common stock. The foregoing shares of common stock are on an as converted basis and include the payment of shares in satisfaction of accrued but unpaid dividends. |
(2) | Each share of Preferred Stock converted automatically into shares of common stock upon the closing of the issuer's initial public offering of its common stock. |
(3) | Includes shares of common stock issued in satisfaction of $24,267 of accrued but unpaid dividends on the Series A Preferred Stock, calculated on the basis of $13.00 per share of common stock, which was the price per share of the common stock issued in the registrant's initial public offering. |
(4) | These shares are held of record by The John Preuninger 2013 Four Year Grantor Retained Annuity Trust, of which John W. Preuninger, is Trustee. |
(5) | These shares are held of record by The John Preuninger 2013 Three Year Grantor Retained Annuity Trust, of which John W. Preuninger, is Trustee. |
(6) | These shares are held of record by The Fletcher Preuninger 2013 Three Year Grantor Retained Annuity Trust, of which John W. Preuninger's wife, Fletcher Preuninger, is Trustee. |
(7) | These shares are held of record by The Fletcher Preuninger 2013 Grantor Retained Annuity Trust FBO Siblings, of which John W. Preuninger's wife, Fletcher Preuninger, is Trustee. |