0000899243-19-019111.txt : 20190703 0000899243-19-019111.hdr.sgml : 20190703 20190703141554 ACCESSION NUMBER: 0000899243-19-019111 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190702 FILED AS OF DATE: 20190703 DATE AS OF CHANGE: 20190703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FAISON RALPH E CENTRAL INDEX KEY: 0001189819 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36360 FILM NUMBER: 19941311 MAIL ADDRESS: STREET 1: 12220 WORLD TRADE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92128 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Amber Road, Inc. CENTRAL INDEX KEY: 0001314223 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222590301 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 MEADOWLANDS PLAZA CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 201-935-8588 MAIL ADDRESS: STREET 1: 1 MEADOWLANDS PLAZA CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 FORMER COMPANY: FORMER CONFORMED NAME: Amber Road, Inc DATE OF NAME CHANGE: 20130710 FORMER COMPANY: FORMER CONFORMED NAME: Management Dynamics Inc/NJ DATE OF NAME CHANGE: 20050112 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-07-02 1 0001314223 Amber Road, Inc. AMBR 0001189819 FAISON RALPH E C/O AMBER ROAD, INC. ONE MEADOWLANDS PLAZA EAST RUTHERFORD NJ 07073 1 0 0 0 Common Stock 2019-07-02 4 D 0 9500 D 0 D Restricted Stock Units 2019-07-02 4 D 0 26087 D Common Stock 26087 0 D On May 12, 2019, Amber Road, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Eagle Parent Holdings, LLC, a Delaware limited liability company ("Parent"), Chicago Merger Sub, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Parent ("Purchaser"), and E2open, LLC ("E2open"), solely for purposes of Section 9.17 of the Merger Agreement. Under the terms of the Merger Agreement, Purchaser commenced a cash tender offer (the "Offer") to purchase all of the issued and outstanding shares of the Company common stock, $0.001 par value per share (the "Shares"), at a purchase price of $13.05 per Share (the "Offer Price"), net to the holder thereof in cash, without interest thereon and less any applicable withholding taxes. (Continued from footnote 1) The Offer expired as scheduled at one minute after 11:59 p.m. Eastern Time on July 1, 2019. All conditions to the Offer having been satisfied, the Purchaser accepted for payment all Shares that were validly tendered and not withdrawn in accordance with the terms of the Offer. Pursuant to the Merger Agreement, each restricted stock unit granted pursuant to any Company Equity Plan (as defined in the Merger Agreement) that vests solely based on time and was outstanding immediately prior to the Effective Time (each, a "Company RSU") was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the Offer Price, multiplied by (ii) the total number of shares subject to such Company RSU, less any required withholding taxes (the "RSU Consideration"). /s/ Ralph E. Faison 2019-07-03