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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 | ||||||||
Restricted Stock Units (1) | $ 0 | 03/07/2019 | M | 0 (1) (2) | 03/07/2019 | 03/07/2019 | Common Stock | 0 (1) (2) | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Preuninger James W C/O AMBER ROAD, INC. ONE MEADOWLANDS PLAZA EAST RUTHERFORD, NJ 07073 |
X | Chief Executive Officer |
/s/ James W. Preuninger | 03/08/2019 | |
**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) | Performance 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. |
(2) | The 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. |