0001172661-16-004047.txt : 20161020 0001172661-16-004047.hdr.sgml : 20161020 20161020122226 ACCESSION NUMBER: 0001172661-16-004047 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161020 DATE AS OF CHANGE: 20161020 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88326 FILM NUMBER: 161943948 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: G2 Investment Partners Management LLC CENTRAL INDEX KEY: 0001593404 IRS NUMBER: 270711804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-235-0281 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G 1 ambr101416.htm



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )* 



Amber Road, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

02318Y108

(CUSIP Number)

 

 

October 14, 2016
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.  02318Y108
 SCHEDULE 13G
Page 2 of 8 Pages

 

         
1
NAME OF REPORTING PERSONS
 
G2 Investment Partners Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,590,642
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,590,642
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,590,642
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.0%
12
TYPE OF REPORTING PERSON
 
IA

 

 


 

CUSIP No.  02318Y108
 SCHEDULE 13G
Page 3 of 8 Pages

 

         
1
NAME OF REPORTING PERSONS
 
G2 Investment Partners GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,361,597
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,361,597
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,361,597
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO

 

 


CUSIP No.  02318Y108
 SCHEDULE 13G
Page 4 of 8 Pages

 

         
1
NAME OF REPORTING PERSONS
 
G2 Investment Partners QP LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,361,597
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,361,597
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,361,597
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%
12
TYPE OF REPORTING PERSON
 
OO

 

 
 

 

CUSIP No.  02318Y108
 SCHEDULE 13G
Page 5 of 8 Pages

 

Item 1.(a) Name of Issuer

Amber Road, Inc.

(b) Address of Issuer’s Principal Executive Offices

One Meadowlands Plaza, East Rutherford, NJ 07073

Item 2.(a) Name of Person Filing

G2 Investment Partners Management LLC

G2 Investment Partners GP LLC

G2 Investment Partners QP LP

(b) Address of Principal Business Office, or, if none, Residence

One Rockefeller Plaza, 23rd Floor, New York, NY 10020

(c) Citizenship

Delaware

 (d) Title of Class of Securities

Ordinary Shares, NIS 0.20 par value per share

 (e) CUSIP No.:

02318Y108

 
 

 

CUSIP No.  02318Y108
 SCHEDULE 13G
Page 6 of 8 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

 
 

 

CUSIP No. 02318Y108
 SCHEDULE 13G
Page 7 of 8 Pages

 

 

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

G2 Investment Partners Management LLC

(a) Amount beneficially owned: 1,590,642

(b) Percent of class: 6.0%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 1,590,642

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,590,642

(iv) Shared power to dispose or to direct the disposition of: 0

G2 Investment Partners GP LLC

(a) Amount beneficially owned: 1,361,597

(b) Percent of class: 5.1%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 1,361,597

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,361,597

(iv) Shared power to dispose or to direct the disposition of: 0

G2 Investment Partners QP LP

(a) Amount beneficially owned: 1,361,597

(b) Percent of class: 5.1%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 1,361,597

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,361,597

(iv) Shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

Not Applicable

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable

Item 8. Identification and Classification of Members of the Group

 

Not Applicable

Item 9. Notice of Dissolution of Group

 

Not Applicable

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect

 

 
CUSIP No.  02318Y108
 SCHEDULE 13G
Page 8 of 8 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: October 20, 2016

 

 

  G2 Investment Partners Management LLC
       
  By:   Josh Goldberg
    Name:  Josh Goldberg
    Title:  Managing Member

 

  G2 Investment Partners GP LLC
  By: G2 Investment Partners Management LLC
       
  By:   Josh Goldberg
    Name:  Josh Goldberg
    Title:  Managing Member
   
  G2 Investment Partners QP LP
  By: G2 Investment Partners Management LLC
       
  By:   Josh Goldberg
    Name:  Josh Goldberg
    Title:  Managing Member