Amber Road Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cross Atlantic Capital Partners, Inc.

(Last) (First) (Middle)

150 N RADNOR CHESTER RD #150

(Street)

RADNOR PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amber Road, Inc. [ AMBR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value per share	09/14/2016		S		1,450,000	D(1)	$9	4,146,677(2)	I	By Funds(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Cross Atlantic Capital Partners, Inc.

(Last) (First) (Middle)

150 N RADNOR CHESTER RD #150

(Street)

RADNOR PA 19087

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CO INVESTMENT 2000 FUND LP

(Last) (First) (Middle)

150 N RADNOR CHESTER RD #150

(Street)

RADNOR PA 19087

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CROSS ATLANTIC TECHNOLOGY FUND II LP

(Last) (First) (Middle)

150 N RADNOR CHESTER RD #150

(Street)

RANDNOR PA 19087

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

XATF MANAGEMENT II LP

(Last) (First) (Middle)

150 N RADNOR CHESTER RD #150

(Street)

RADNOR PA 19087

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Co-Invest Capital Partners Inc

(Last) (First) (Middle)

150 N RADNOR CHESTER RD #150

(Street)

RADNOR PA 19087

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Co-Invest Management LP

(Last) (First) (Middle)

150 N RADNOR CHESTER RD #150

(Street)

RADNOR PA 19087

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CO-INVESTMENT FUND II, L.P.

(Last) (First) (Middle)

150 N RADNOR CHESTER RD #150

(Street)

RADNOR PA 19087

(City) (State) (Zip)

Explanation of Responses:

1. The sale of the shares was made by Cross Atlantic Technology Fund II, L.P. in connection with its maturity and its obligation to make distributions to its partners.

2. Consists of 542,899 shares held by Cross Atlantic Technology Fund, II, L.P., 1,610,880 shares held by The Co-Investment Fund II, L.P. and 1,922,898 shares held by 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.

Remarks:

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.

	/s/ Donald R. Caldwell	09/16/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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