Amber Road Form 4 Amber Road / James W Preuninger ownership change

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^*

Preuninger James W

(Last) (First) (Middle)

C/O AMBER ROAD, INC.

ONE MEADOWLANDS PLAZA

(Street)

EAST RUTHERFORD NJ 07073

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2016

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

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

X	Form filed by One Reporting Person
	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	08/09/2016		C		58,003	A	$2.31	1,978,187	D
Common Stock	08/09/2016		S		58,003	D	$10.3(1)	1,920,184	D
Common Stock	08/11/2016		C		41,997	A	$2.31	1,962,181	D
Common Stock	08/11/2016		S		41,997	D	$10.3(2)	1,920,184	D

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
Employee Stock Option (right to buy)	$2.31	08/09/2016		M			58,003	09/30/2012	09/30/2016	Common Stock	58,003(3)	$2.31	42,397	D
Employee Stock Option (right to buy)	$2.31	08/11/2016		M			41,997	09/30/2012	09/30/2016	Common Stock	41,997(3)	$2.31	400	D

Explanation of Responses:

1. Sale of 58,003 underlying shares from exercised options related to a 9/30/11 stock option grant of 200,400 options, expiring on 9/30/16, with the exercise price being satisfied by sale proceeds (cashless).

2. Sale of 41,997 underlying shares from exercised options related to a 9/30/11 stock option grant of 200,400 options, expiring on 9/30/16, with the exercise price being satisfied by sale proceeds (cashless).

3. Partial stock option exercise of a 9/30/11 stock option grant of 200,400 options, expiring on 9/30/16, at an exercise price of $2.31 per share, with the exercise price to be satisfied by sale proceeds (cashless).

Remarks:

	/s/ James W. Preuninger	08/11/2016
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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