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