Earnings Feed
Start Free
Home/Filings/4/0001193805-14-000625
4//SEC Filing

CO-INVESTMENT FUND II, L.P. 4

Accession 0001193805-14-000625

CIK 0001314223other
View on SEC.govCompany Profile

Filed

Mar 25, 8:00 PM ET

Accepted

Mar 26, 8:18 PM ET

Size

30.8 KB

Accession

0001193805-14-000625

Insider Transaction Report

Form 4
Period: 2014-03-26
Amber Road, Inc.AMBR
Cross Atlantic Capital Partners, Inc.
10% Owner
Transactions
  • Sale

    Common Stock, $0.001 par value per share

    2014-03-26$13.00/sh−1,508,953$19,616,389→ 5,596,677 total(indirect: By Fund)
  • Conversion

    Series C Preferred Stock

    2014-03-26−1,693,696→ 0 total(indirect: By Funds)
    → Common Stock (1,849,939 underlying)
  • Conversion

    Series D Preferred Stock

    2014-03-26−1,389,955→ 0 total(indirect: By Funds)
    → Common Stock (1,541,690 underlying)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+3,131,867→ 3,714,001 total(indirect: By Funds)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,849,939→ 5,563,940 total(indirect: By Funds)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,541,690→ 7,105,630 total(indirect: By Funds)
  • Conversion

    Series A Preferred Stock

    2014-03-26−3,019,371→ 0 total(indirect: By Funds)
    → Common Stock (3,131,867 underlying)
CO INVESTMENT 2000 FUND LP
10% Owner
Transactions
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,849,939→ 5,563,940 total(indirect: By Funds)
  • Conversion

    Series C Preferred Stock

    2014-03-26−1,693,696→ 0 total(indirect: By Funds)
    → Common Stock (1,849,939 underlying)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+3,131,867→ 3,714,001 total(indirect: By Funds)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,541,690→ 7,105,630 total(indirect: By Funds)
  • Conversion

    Series A Preferred Stock

    2014-03-26−3,019,371→ 0 total(indirect: By Funds)
    → Common Stock (3,131,867 underlying)
  • Conversion

    Series D Preferred Stock

    2014-03-26−1,389,955→ 0 total(indirect: By Funds)
    → Common Stock (1,541,690 underlying)
  • Sale

    Common Stock, $0.001 par value per share

    2014-03-26$13.00/sh−1,508,953$19,616,389→ 5,596,677 total(indirect: By Fund)
CROSS ATLANTIC TECHNOLOGY FUND II LP
10% Owner
Transactions
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+3,131,867→ 3,714,001 total(indirect: By Funds)
  • Sale

    Common Stock, $0.001 par value per share

    2014-03-26$13.00/sh−1,508,953$19,616,389→ 5,596,677 total(indirect: By Fund)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,541,690→ 7,105,630 total(indirect: By Funds)
  • Conversion

    Series C Preferred Stock

    2014-03-26−1,693,696→ 0 total(indirect: By Funds)
    → Common Stock (1,849,939 underlying)
  • Conversion

    Series D Preferred Stock

    2014-03-26−1,389,955→ 0 total(indirect: By Funds)
    → Common Stock (1,541,690 underlying)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,849,939→ 5,563,940 total(indirect: By Funds)
  • Conversion

    Series A Preferred Stock

    2014-03-26−3,019,371→ 0 total(indirect: By Funds)
    → Common Stock (3,131,867 underlying)
XATF MANAGEMENT II LP
10% Owner
Transactions
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+3,131,867→ 3,714,001 total(indirect: By Funds)
  • Conversion

    Series A Preferred Stock

    2014-03-26−3,019,371→ 0 total(indirect: By Funds)
    → Common Stock (3,131,867 underlying)
  • Conversion

    Series D Preferred Stock

    2014-03-26−1,389,955→ 0 total(indirect: By Funds)
    → Common Stock (1,541,690 underlying)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,849,939→ 5,563,940 total(indirect: By Funds)
  • Conversion

    Series C Preferred Stock

    2014-03-26−1,693,696→ 0 total(indirect: By Funds)
    → Common Stock (1,849,939 underlying)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,541,690→ 7,105,630 total(indirect: By Funds)
  • Sale

    Common Stock, $0.001 par value per share

    2014-03-26$13.00/sh−1,508,953$19,616,389→ 5,596,677 total(indirect: By Fund)
Co-Invest Management LP
10% Owner
Transactions
  • Conversion

    Series D Preferred Stock

    2014-03-26−1,389,955→ 0 total(indirect: By Funds)
    → Common Stock (1,541,690 underlying)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+3,131,867→ 3,714,001 total(indirect: By Funds)
  • Conversion

    Series A Preferred Stock

    2014-03-26−3,019,371→ 0 total(indirect: By Funds)
    → Common Stock (3,131,867 underlying)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,849,939→ 5,563,940 total(indirect: By Funds)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,541,690→ 7,105,630 total(indirect: By Funds)
  • Sale

    Common Stock, $0.001 par value per share

    2014-03-26$13.00/sh−1,508,953$19,616,389→ 5,596,677 total(indirect: By Fund)
  • Conversion

    Series C Preferred Stock

    2014-03-26−1,693,696→ 0 total(indirect: By Funds)
    → Common Stock (1,849,939 underlying)
CO-INVESTMENT FUND II, L.P.
10% Owner
Transactions
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,541,690→ 7,105,630 total(indirect: By Funds)
  • Conversion

    Series D Preferred Stock

    2014-03-26−1,389,955→ 0 total(indirect: By Funds)
    → Common Stock (1,541,690 underlying)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,849,939→ 5,563,940 total(indirect: By Funds)
  • Sale

    Common Stock, $0.001 par value per share

    2014-03-26$13.00/sh−1,508,953$19,616,389→ 5,596,677 total(indirect: By Fund)
  • Conversion

    Series A Preferred Stock

    2014-03-26−3,019,371→ 0 total(indirect: By Funds)
    → Common Stock (3,131,867 underlying)
  • Conversion

    Series C Preferred Stock

    2014-03-26−1,693,696→ 0 total(indirect: By Funds)
    → Common Stock (1,849,939 underlying)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+3,131,867→ 3,714,001 total(indirect: By Funds)
Co-Invest Capital Partners Inc
10% Owner
Transactions
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+3,131,867→ 3,714,001 total(indirect: By Funds)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,849,939→ 5,563,940 total(indirect: By Funds)
  • Conversion

    Common Stock, $0.001 par value per share

    2014-03-26+1,541,690→ 7,105,630 total(indirect: By Funds)
  • Sale

    Common Stock, $0.001 par value per share

    2014-03-26$13.00/sh−1,508,953$19,616,389→ 5,596,677 total(indirect: By Fund)
  • Conversion

    Series A Preferred Stock

    2014-03-26−3,019,371→ 0 total(indirect: By Funds)
    → Common Stock (3,131,867 underlying)
  • Conversion

    Series D Preferred Stock

    2014-03-26−1,389,955→ 0 total(indirect: By Funds)
    → Common Stock (1,541,690 underlying)
  • Conversion

    Series C Preferred Stock

    2014-03-26−1,693,696→ 0 total(indirect: By Funds)
    → Common Stock (1,849,939 underlying)
Footnotes (11)
  • [F1]This transaction is being reported because it occurred within the six months prior to the initial public offering. On the date listed, the Funds (as defined below) converted (i) 3,019,371 shares of Series A Preferred shares for 3,131,867 shares of common stock, (ii) 1,693,696 shares of Series C Preferred shares for 1,849,939 shares of common stock, and (iii) 1,389,955 shares of Series D Preferred shares for 1,541,690 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.
  • [F10]Consists of 1,389,955 shares issued to The Co-Investment Fund II, L.P.
  • [F11]These shares are being sold by the Funds as follows: (i) Cross Atlantic Technology Fund, II, L.P., 544,443 shares (ii) The Co-Investment Fund II, L.P., 420,067 shares and, (iii) The Co-Investment 2000 Fund, L.P., 544,443.
  • [F2]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.
  • [F3]Includes shares of common stock issued in satisfaction of $1,462,471 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
  • [F4]Consists of shares held by or issuable to Cross Atlantic Technology Fund, II, L.P., The Co-Investment Fund II, L.P. and The Co-Investment 2000 Fund, L.P. (the "Funds"). Donald R. Caldwell, a director of the Issuer, is a director, shareholder and officer of Cross Atlantic Capital Partners II, Inc., which is the general partner of XATF Management II, L.P., which is the general partner of Cross Atlantic Technology Fund II, L.P. Donald R. Caldwell, is director, shareholder and officer of Co-Invest Capital Partners, Inc., which is the general partner Co-Invest Management, L.P., which is the general partner of The Co-Investment 2000 Fund, L.P. Donald R. Caldwell is a director, shareholder and officer of Co-Invest Capital Partners II, Inc., which is the general partner of Co-Invest Management II, L.P., which is the general partner of The Co-Investment Fund II, L.P.
  • [F5]The Reporting Persons disclaim beneficial ownership of the shares held by the Funds except to the extent of each Reporting Person's own pecuniary interest therein.
  • [F6]Consists of 1,385,782 shares issued to Cross Atlantic Technology Fund II, L.P., 360,303 shares issued to The Co-Investment Fund II, L.P. and 1,385,782 shares issued to The Co-Investment 2000 Fund, L.P.
  • [F7]Includes shares of common stock issued in satisfaction of $2,031,161 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.
  • [F8]Consists of 893,978 shares issued to Cross Atlantic Technology Fund II, L.P., 61,983 shares issued to The Co-Investment Fund II, L.P. and 893,978 shares issued to The Co-Investment 2000 Fund, L.P.
  • [F9]Includes shares of common stock issued in satisfaction of $1,972,566 of accrued but unpaid dividends on the Series D 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.

Documents

1 file

Issuer

Amber Road, Inc.

CIK 0001314223

→
Entity typeother
IncorporatedPA

Related Parties

1
  • filerCIK 0001431931

Filing Metadata

Form type
4
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 8:18 PM ET
Size
30.8 KB
View on SEC.gov