UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Amber Road, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02318Y108
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
| CUSIP NO. 02318Y108 | Page 2 of 6 |
| 1 | Names of reporting persons
Granahan Investment Management, Inc. | |||||
| 2 | Check the appropriate box if a member of a group* (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Massachusetts | |||||
Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
539,248 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
669,325 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
669,325 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares ☐
| |||||
| 11 | Percent of class represented by amount in Row 9
2.4%(1) | |||||
| 12 | Type of reporting person
IA | |||||
| (1) | Reflects 27,792,234 shares of common stock outstanding as of November 5, 2018, as reported by Amber Road, Inc. in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2018. |
SCHEDULE 13G
| CUSIP No. 02318Y108 | Page 3 of 6 |
| Item 1(a). | Name of Issuer: |
Amber Road, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
One Meadowlands Plaza |
East Rutherford, NJ 07073 |
| Item 2(a). | Name of Person Filing: |
Granahan Investment Management, Inc. |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
404 Wyman Street, Suite 460 |
Waltham, MA 02451 |
| Item 2(c). | Citizenship: |
Massachusetts |
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value per share |
| Item 2(e). | CUSIP No.: |
02318Y108 |
| Item 3. | If This Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☒ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
SCHEDULE 13G
| CUSIP No. 02318Y108 | Page 4 of 6 |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | ||
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 669,325 |
| (b) | Percent of class: 2.4% |
| (c) | Number of shares as to which the person has: |
| (i) | sole power to vote or to direct the vote: 539,248 |
| (ii) | shared power to vote or to direct the vote: 0 |
| (iii) | sole power to dispose or to direct the disposition of: 669,325 |
| (iv) | shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
SCHEDULE 13G
| CUSIP No. 02318Y108 | Page 5 of 6 |
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not Applicable |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not Applicable |
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable |
| Item 9. | Notice of Dissolution of Group |
Not Applicable |
| Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SCHEDULE 13G
| CUSIP No. 02318Y108 | Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| GRANAHAN INVESTMENT MANAGEMENT, INC. | ||||||||
| Date: February 12, 2019 | By: | /s/ Jane M. White | ||||||
Jane M. White, President and CEO | ||||||||
| Name/Title | ||||||||
