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
X	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 10% Owner Officer (give title below) X Other (specify below) former 10% owner
	3. Date of Earliest Transaction (Month/Day/Year) 10/31/2014
	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	10/31/2014		S		2,051,612(1)	D	$12.9657	1,037,571(2)	I	By Funds(3)

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

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 10% Owner Officer (give title below) X Other (specify below) former 10% owner

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

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

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

1. Name and Address of Reporting Person* Updata Associates 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 10% Owner Officer (give title below) X Other (specify below) former 10% owner

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

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

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

Explanation of Responses:

1. Includes 1,648,197 shares sold by Updata Partners III, L.P. ("UP III"), 20,557 shares sold by UVP II Executive Fund, L.P. ("UVP II Ex"), 62,569 shares sold by Updata Venture Partners II B, L.P. ("UVP II B") and 320,289 shares sold by Updata Venture Partners II, L.P. ("UVP II" and together with UP III, UVP II Ex and UVP II B, the "Funds").

2. Includes 833,551 shares held by UP III, 10,396 shares held by UVP II Ex, 31,643 shares held by UVP II B and 161,981 shares held by UVP II.

3. NJVA III, LLC is the general partner of Updata Associates III, L.P., which is the general partner of UP III. NJVA, LLC is the general partner of Updata Venture Associates II, L.P., which is the general partner of UVP II Ex, UVP II B and UVP II. The Reporting Persons disclaim beneficial ownership of the shares held by the Funds except to the extent of each Reporting Person's own pecuniary interest therein.

Remarks:

	/s/ Bernard M. Goldsmith, Member of NJVA III, LLC, General Partner of Updata Associates III, L.P., General Partner of Updata Partners III, L.P.	11/03/2014
	/s/ Bernard M. Goldsmith, Member of NJVA, LLC, General Partner of Updata Venture Associates II, L.P., General Partner of UVP II Executive Fund, L.P.	11/03/2014
	/s/ Bernard M. Goldsmith, Member of NJVA, LLC, General Partner of Updata Venture Associates II, L.P., General Partner of Updata Venture Partners II B, L.P.	11/03/2014
	/s/ Bernard M. Goldsmith, Member of NJVA, LLC, General Partner of Updata Venture Associates II, L.P., General Partner of Updata Venture Partners II, L.P.	11/03/2014
	/s/ Bernard M. Goldsmith, Member of NJVA III, LLC, General Partner of Updata Associates III, L.P.	11/03/2014
	/s/ Bernard M. Goldsmith, Member of NJVA, LLC, General Partner of Updata Venture Associates II, L.P.	11/03/2014
	/s/ Bernard M. Goldsmith, Member of NJVA III, LLC	11/03/2014
	/s/ Bernard M. Goldsmith, Member of NJVA, LLC	11/03/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.