4//SEC Filing
HOWARD RUDY 4
Accession 0000899243-19-019108
CIK 0001314223other
Filed
Jul 2, 8:00 PM ET
Accepted
Jul 3, 2:14 PM ET
Size
10.4 KB
Accession
0000899243-19-019108
Insider Transaction Report
Form 4
Amber Road, Inc.AMBR
HOWARD RUDY
Director
Transactions
- Disposition to Issuer
Employee Stock Option (right to purchase)
2019-07-02−80,160→ 0 total→ Common Stock (80,160 underlying) - Disposition to Issuer
Restricted Stock Units
2019-07-02−76,470→ 0 total→ Common Stock (76,470 underlying)
Footnotes (4)
- [F1]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.
- [F2](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to the Offer having been satisfied, the Purchaser accepted for payment all Shares that were validly tendered and not withdrawn in accordance with the terms of the Offer.
- [F3]Pursuant to the Merger Agreement, each option to purchase shares (each, a "Company Option"), whether vested or unvested , that was outstanding and unexercised immediately prior to the effective time of the Merger (the "Effective Time") was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Offer Price over (y) the exercise price payable per Share under such Company Option, less any required withholding taxes. The consideration payable in respect of unvested Company Options (subject to certain exceptions) will be subject to the satisfaction of the original vesting conditions applicable to such unvested Company Options.
- [F4]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").
Documents
Issuer
Amber Road, Inc.
CIK 0001314223
Entity typeother
Related Parties
1- filerCIK 0001108161
Filing Metadata
- Form type
- 4
- Filed
- Jul 2, 8:00 PM ET
- Accepted
- Jul 3, 2:14 PM ET
- Size
- 10.4 KB