4//SEC Filing
Williams Barry MV 4
Accession 0001628280-19-008602
CIK 0001314223other
Filed
Jul 2, 8:00 PM ET
Accepted
Jul 3, 6:03 PM ET
Size
7.0 KB
Accession
0001628280-19-008602
Insider Transaction Report
Form 4
Amber Road, Inc.AMBR
Williams Barry MV
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
2019-07-02−99,938→ 0 total→ Common Stock (99,938 underlying)
Footnotes (2)
- [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 ("Parent"), Chicago Merger Sub, Inc., 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. 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to the Offer having been satisfied, the Purchaser accepted for payment all Shares that were validly tendered and not withdrawn in accordance with the terms of the Offer.
- [F2]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 0001603136
Filing Metadata
- Form type
- 4
- Filed
- Jul 2, 8:00 PM ET
- Accepted
- Jul 3, 6:03 PM ET
- Size
- 7.0 KB