Sec Form 4 Filing - GOLDSMITH BERNARD M @ 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 GOLDSMITH BERNARD M 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2445 M STREET., 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2014 (Street) WASHINGTON, DC20037 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 187,079 A 221,852 I By Fund ( 4 ) Common Stock, $0.001 par value per share 03/26/2014 C 1,362,630 A 1,584,482 I By Funds ( 6 ) ( 7 ) Common Stock, $0.001 par value per share 03/26/2014 C 1,939,334 A 3,523,816 I By Funds ( 6 ) ( 9 ) Common Stock, $0.001 par value per share 03/26/2014 C 369,340 A 3,893,156 I By Fund ( 4 ) Common Stock, $0.001 par value per share 03/26/2014 S 803,973 D $ 13 3,089,183 I By Funds ( 11 )

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 180,360 ( 2 ) ( 2 ) Common Stock 187,079 ( 2 ) ( 3 ) $ 0 0 I By Fund ( 4 ) Series B Preferred Stock ( 2 ) 03/26/2014 C 1,238,187 ( 2 ) ( 2 ) Common Stock 1,362,630 ( 2 ) ( 5 ) $ 0 0 I By Funds ( 6 ) ( 7 ) Series C Preferred Stock ( 2 ) 03/26/2014 C 1,775,542 ( 2 ) ( 2 ) Common Stock 1,939,334 ( 2 ) ( 8 ) $ 0 0 I By Funds ( 6 ) ( 9 ) Series D Preferred Stock ( 2 ) 03/26/2014 C 332,989 ( 2 ) ( 2 ) Common Stock 369,340 ( 2 ) ( 10 ) $ 0 0 I By Fund ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDSMITH BERNARD M 2445 M STREET., 3RD FLOOR WASHINGTON, DC20037 X X Signatures /s/ Bernard M. Goldsmith 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, (i) 180,360 shares of Series A Preferred shares were automatically converted into 187,079 shares of common stock, (ii) 1,238,187 shares of Series B Preferred shares were automatically converted into 1,362,630 shares of common stock, (iii) 1,775,542 shares of Series C Preferred shares were automatically converted into 1,939,334 shares of common stock, and (iv) 332,989 shares of Series D Preferred shares were automatically converted into 369,340 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 ( 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 $87,360 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 issued to Updata Partners III, L.P. ( 5 )Includes shares of common stock issued in satisfaction of $1,617,778 of accrued but unpaid dividends on the Series B 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. ( 6 )Consists of shares held by or issuable to Updata Partners III, L.P., Updata Venture Partners II B, L.P., UVP II Executive Fund, L.P., and Updata Venture Partners II, L.P. (the "Funds"). Bernard Goldsmith, a director of the Issuer, is a member of NJVA, LLC, which is the general partner of Updata Venture Associates II, L.P., which is the general partner of Updata Venture Partners II, L.P. Bernard Goldsmith, is a member of NJVA, LLC, which is the general partner of Updata Venture Associates II, L.P., which is the general partner of Updata Venture Partners II B, L.P. Bernard Goldsmith, is a member of NJVA, LLC, which is the general partner of Updata Venture Associates II, L.P., which is the general partner of UVP II Executive Fund, L.P. Bernard Goldsmith, is a member of NJVA III, LLC, which is the general partner of Updata Associates III, L.P., which is the general partner of Updata Partners III, L.P. ( 7 )Consists of 953,843 shares issued to Updata Partners III, L.P., 63,402 shares issued to Updata Venture Partners II B, L.P., 20,831 shares issued to UVP Executive Fund, L.P., and 324,554 shares issued to Updata Venture Partners II, L.P. ( 8 )Includes shares of common stock issued in satisfaction of $2,129,313 of accrued but unpaid dividends on the Series C 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. ( 9 )Consists of 1,581,744 shares issued to Updata Partners III, L.P., 283,906 shares issued to Updata Venture Partners II B, L.P., 18,222 shares issued to UVP Executive Fund, L.P., and 55,462 shares issued to Updata Venture Partners II, L.P. ( 10 )Includes shares of common stock issued in satisfaction of $472,564 of accrued but unpaid dividends on the Series D 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. ( 11 )These shares are being sold by the Funds as follows: (i) Updata Partners III. L.P., 645,031 shares, (ii) Updata Venture Partners II, L.P., 126,190 shares, (iii) Updata Venture Partners II B, L.P., 24,652 shares, and (iv) UVP Executive Fund, L.P., 8,100 shares.

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