SEC FORM 4

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

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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^*

Preuninger John W

(Last)

(First)

(Middle)

C/O AMBER ROAD, INC.

ONE MEADOWLANDS PLAZA

(Street)

EAST RUTHERFORD

07073

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, COO and Director

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)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value per share	03/26/2014		C		51,966	A	⁽¹⁾⁽²⁾⁽³⁾	553,274	D
Common Stock, $0.001 par value per share	03/26/2014		S		167,000	D	$13	386,275	I	By grantor retained annuity trust⁽¹⁾
Common Stock, $0.001 par value per share								334,001	I	By grantor retained annuity trust⁽⁴⁾
Common Stock, $0.001 par value per share								16,700	I	By grantor retained annuity trust⁽⁵⁾
Common Stock, $0.001 par value per share								1,002,004	I	By grantor retained annuity trust⁽⁶⁾
Common Stock, $0.001 par value per share								50,100	I	By grantor retained annuity trust⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	03/26/2014		C			50,100	⁽²⁾	⁽²⁾	Common Stock	51,966⁽²⁾⁽³⁾	$0	0	D

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, 50,100 shares of Series A Preferred shares were automatically converted into 51,966 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 $24,267 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 held of record by The John Preuninger 2013 Four Year Grantor Retained Annuity Trust, of which John W. Preuninger, is Trustee.

5. These shares are held of record by The John Preuninger 2013 Three Year Grantor Retained Annuity Trust, of which John W. Preuninger, is Trustee.

6. These shares are held of record by The Fletcher Preuninger 2013 Three Year Grantor Retained Annuity Trust, of which John W. Preuninger's wife, Fletcher Preuninger, is Trustee.

7. These shares are held of record by The Fletcher Preuninger 2013 Grantor Retained Annuity Trust FBO Siblings, of which John W. Preuninger's wife, Fletcher Preuninger, is Trustee.

	/s/ John W. Preuninger	03/26/2014
	** 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).
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