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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (2) | 03/26/2014 | C | 66,800 | (2) | (2) | Common Stock | 69,288 (2) (3) | $ 0 | 0 | I | By grantor retained annuity trust (4) | |||
Series C Preferred Stock | (2) | 03/26/2014 | C | 10,913 | (2) | (2) | Common Stock | 11,919 (2) (5) | $ 0 | 0 | I | By grantor retained annuity trust (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Harvey Kenneth M C/O AMBER ROAD, INC. ONE MEADOWLANDS PLAZA EAST RUTHERFORD, NJ 07073 |
X |
/s/ Kenneth M. Harvey | 03/26/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This transaction is being reported because it occurred within the six months prior to the initial public offering. On the date listed, 66,800 shares of Series A Preferred shares were automatically converted into 69,288 shares of common stock, and 10,913 shares of Series C Preferred were automatically converted into 11,919 shares of common stock. |
(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 $32,355 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 issued to The Ruth Harvey December 2010 Grantor Retained Annuity Trust, of which Kenneth M. Harvey is Trustee. |
(5) | Includes shares of common stock issued in satisfaction of $13,087 of accrued but unpaid dividends on the Series C 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. |