4//SEC Filing
FAISON RALPH E 4
Accession 0000899243-19-019111
CIK 0001314223other
Filed
Jul 2, 8:00 PM ET
Accepted
Jul 3, 2:15 PM ET
Size
8.7 KB
Accession
0000899243-19-019111
Insider Transaction Report
Form 4
Amber Road, Inc.AMBR
FAISON RALPH E
Director
Transactions
- Disposition to Issuer
Common Stock
2019-07-02−9,500→ 0 total - Disposition to Issuer
Restricted Stock Units
2019-07-02−26,087→ 0 total→ Common Stock (26,087 underlying)
Footnotes (3)
- [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to the Offer having been satisfied, the Purchaser accepted for payment all Shares that were validly tendered and not withdrawn in accordance with the terms of the Offer.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 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 0001189819
Filing Metadata
- Form type
- 4
- Filed
- Jul 2, 8:00 PM ET
- Accepted
- Jul 3, 2:15 PM ET
- Size
- 8.7 KB