Sec Form 4 Filing - Cross Atlantic Capital Partners, Inc. @ Amber Road, Inc. - 2016-11-23

Insider filing report for Changes in Beneficial Ownership
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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
Cross Atlantic Capital Partners, Inc.
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)
(Last) (First) (Middle)
150 N RADNOR CHESTER RD #150
3. Date of Earliest Transaction (MM/DD/YY)
11/23/2016
(Street)
RADNOR, PA19087
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 11/23/2016 S 202,038 D ( 1 ) $ 11.81 3,944,639 ( 2 ) I By Funds ( 2 )
Common Stock, $0.001 par value per share 11/28/2016 S 187,750 D ( 1 ) $ 11.66 3,756,899 ( 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cross Atlantic Capital Partners, Inc.
150 N RADNOR CHESTER RD #150
RADNOR, PA19087
X
CO INVESTMENT 2000 FUND LP
150 N RADNOR CHESTER RD #150
RADNOR, PA19087
X
CROSS ATLANTIC TECHNOLOGY FUND II LP
150 N RADNOR CHESTER RD #150
RANDNOR, PA19087
X
XATF MANAGEMENT II LP
150 N RADNOR CHESTER RD #150
RADNOR, PA19087
X
Co-Invest Capital Partners Inc
150 N RADNOR CHESTER RD #150
RADNOR, PA19087
X
Co-Invest Management LP
150 N RADNOR CHESTER RD #150
RADNOR, PA19087
X
CO-INVESTMENT FUND II, L.P.
150 N RADNOR CHESTER RD #150
RADNOR, PA19087
X
Signatures
/s/ Donald R. Caldwell 11/28/2016
Signature of Reporting Person Date
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 340,861 shares (after sale on November 23, 2016) and 153,111 shares (after sale on November 28, 2016) 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.

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