Sec Form 4 Filing - Preuninger John W @ Amber Road, Inc. - 2014-03-26

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Preuninger John W 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) President, COO and Director (Last) (First) (Middle) C/O AMBER ROAD, INC., ONE MEADOWLANDS PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2014 (Street) EAST RUTHERFORD, NJ07073 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/26/2014 C 51,966 A 553,274 D Common Stock, $0.001 par value per share 03/26/2014 S 167,000 D $ 13 386,275 I By grantor retained annuity trust ( 1 ) Common Stock, $0.001 par value per share 334,001 I By grantor retained annuity trust ( 4 ) Common Stock, $0.001 par value per share 16,700 I By grantor retained annuity trust ( 5 ) Common Stock, $0.001 par value per share 1,002,004 I By grantor retained annuity trust ( 6 ) Common Stock, $0.001 par value per share 50,100 I By grantor retained annuity trust ( 7 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Preferred Stock ( 2 ) 03/26/2014 C 50,100 ( 2 ) ( 2 ) Common Stock 51,966 ( 2 ) ( 3 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Preuninger John W C/O AMBER ROAD, INC. ONE MEADOWLANDS PLAZA EAST RUTHERFORD, NJ07073 X President, COO and Director Signatures /s/ John W. Preuninger 03/26/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction is being reported because it occurred within the six months prior to the initial public offering. On the date listed, 50,100 shares of Series A Preferred shares were automatically converted into 51,966 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. ( 2 )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. ( 3 )Includes shares of common stock issued in satisfaction of $24,267 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 offering. ( 4 )These shares are held of record by The John Preuninger 2013 Four Year Grantor Retained Annuity Trust, of which John W. Preuninger, is Trustee. ( 5 )These shares are held of record by The John Preuninger 2013 Three Year Grantor Retained Annuity Trust, of which John W. Preuninger, is Trustee. ( 6 )These shares are held of record by The Fletcher Preuninger 2013 Three Year Grantor Retained Annuity Trust, of which John W. Preuninger's wife, Fletcher Preuninger, is Trustee. ( 7 )These shares are held of record by The Fletcher Preuninger 2013 Grantor Retained Annuity Trust FBO Siblings, of which John W. Preuninger's wife, Fletcher Preuninger, is Trustee.

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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