SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Updata Partners III LP (Last) (First) (Middle) 2445 M STREET., 3RD FLOOR (Street) WASHINGTON DC 20037 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Amber Road, Inc. [ AMBR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/26/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value per share	03/26/2014		C		187,079	A	(1)(2)(3)	221,852	I	By Fund(4)(5)
Common Stock, $0.001 par value per share	03/26/2014		C		1,362,630	A	(1)(2)(6)	1,584,482	I	By Funds(5)(7)(8)
Common Stock, $0.001 par value per share	03/26/2014		C		1,939,334	A	(1)(2)(9)	3,523,816	I	By Funds(5)(7)(10)
Common Stock, $0.001 par value per share	03/26/2014		C		369,340	A	(1)(2)(11)	3,893,156	I	By Fund(4)(5)
Common Stock, $0.001 par value per share	03/26/2014		S		803,973	D	$13	3,089,183	I	By Funds(12)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(2)	03/26/2014		C			180,360	(2)	(2)	Common Stock	187,079(2)(3)	$0	0	I	By Fund(4)(5)
Series B Preferred Stock	(2)	03/26/2014		C			1,238,187	(2)	(2)	Common Stock	1,362,630(2)(6)	$0	0	I	By Funds(5)(7)(8)
Series C Preferred Stock	(2)	03/26/2014		C			1,775,542	(2)	(2)	Common Stock	1,939,334(2)(9)	$0	0	I	By Funds(5)(7)(10)
Series D Preferred Stock	(2)	03/26/2014		C			332,989	(2)	(2)	Common Stock	369,340(2)(11)	$0	0	I	By Fund(4)(5)

1. Name and Address of Reporting Person* Updata Partners III LP (Last) (First) (Middle) 2445 M STREET., 3RD FLOOR (Street) WASHINGTON DC 20037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* UVP II Executive Fund, LP (Last) (First) (Middle) 2445 M ST., 3RD FLOOR (Street) WASHINGTON DC 20037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NJVA, LLC (Last) (First) (Middle) 2445 M ST., 3RD FLOOR (Street) WASHINGTON DC 20037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NJVA III, LLC (Last) (First) (Middle) 2445 M ST., 3RD FLOOR (Street) WASHINGTON DC 20037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Updata Venture Partners II, LP (Last) (First) (Middle) 2445 M ST., 3RD FLOOR (Street) WASHINGTON DC 20037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Updata Venture Partners II B, LP (Last) (First) (Middle) 2445 M ST., 3RD FLOOR (Street) WASHINGTON DC 20037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Updata Venture Associates, LP (Last) (First) (Middle) 2445 M ST., 3RD FLOOR (Street) WASHINGTON DC 20037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Updata Associates III, LP (Last) (First) (Middle) 2445 M ST., 3RD FLOOR (Street) WASHINGTON DC 20037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This transaction is being reported because it occurred within the six months prior to the initial public offering. On the date listed, (i) 180,360 shares of Series A Preferred shares were automatically converted into 187,079 shares of common stock, (ii) 1,238,187 shares of Series B Preferred shares were automatically converted into 1,362,630 shares of common stock, (iii) 1,775,542 shares of Series C Preferred shares were automatically converted into 1,939,334 shares of common stock, and (iv) 332,989 shares of Series D Preferred shares were automatically converted into 369,340 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 $87,360 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 issued to Updata Partners III, L.P.

5. The Reporting Persons disclaim beneficial ownership of the shares held by the Funds (as defined below) except to the extent of each Reporting Person's own pecuniary interest therein.

6. Includes shares of common stock issued in satisfaction of $1,617,778 of accrued but unpaid dividends on the Series B 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.

7. Consists of shares held by or issuable to Updata Partners III, L.P., Updata Venture Partners II B, L.P., UVP II Executive Fund, L.P., and Updata Venture Partners II, L.P. (the "Funds"). Bernard Goldsmith, a director of the Issuer, is a member of NJVA, LLC, which is the general partner of Updata Venture Associates II, L.P., which is the general partner of Updata Venture Partners II, L.P. Bernard Goldsmith, is a member of NJVA, LLC, which is the general partner of Updata Venture Associates II, L.P., which is the general partner of Updata Venture Partners II B, L.P. Bernard Goldsmith, is a member of NJVA, LLC, which is the general partner of Updata Venture Associates II, L.P., which is the general partner of UVP II Executive Fund, L.P. Bernard Goldsmith, is a member of NJVA III, LLC, which is the general partner of Updata Associates III, L.P., which is the general partner of Updata Partners III, L.P.

8. Consists of 953,843 shares issued to Updata Partners III, L.P., 63,402 shares issued to Updata Venture Partners II B, L.P., 20,831 shares issued to UVP Executive Fund, L.P., and 324,554 shares issued to Updata Venture Partners II, L.P.

9. Includes shares of common stock issued in satisfaction of $2,129,313 of accrued but unpaid dividends on the Series C 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.

10. Consists of 1,581,744 shares issued to Updata Partners III, L.P., 283,906 shares issued to Updata Venture Partners II B, L.P., 18,222 shares issued to UVP Executive Fund, L.P., and 55,462 shares issued to Updata Venture Partners II, L.P.

11. Includes shares of common stock issued in satisfaction of $472,564 of accrued but unpaid dividends on the Series D 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.

12. These shares are being sold by the Funds as follows: (i) Updata Partners III. L.P., 645,031 shares, (ii) Updata Venture Partners II, L.P., 126,190 shares, (iii) Updata Venture Partners II B, L.P., 24,652 shares, and (iv) UVP Executive Fund, L.P., 8,100 shares.

	/s/ Bernard M. Goldsmith	03/26/2014
	** Signature of Reporting Person	Date
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