Sec Form 4 Filing - Updata Partners III LP @ Amber Road, Inc. - 2014-10-31

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
Updata Partners III LP
2. Issuer Name and Ticker or Trading Symbol
Amber Road, Inc. [ AMBR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
former 10% owner
(Last) (First) (Middle)
2445 M STREET, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2014
(Street)
WASHINGTON, DC20037
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 10/31/2014 S 2,051,612 ( 1 ) D $ 12.9657 1,037,571 ( 2 ) I By Funds ( 3 )
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
Updata Partners III LP
2445 M STREET, 3RD FLOOR
WASHINGTON, DC20037
former 10% owner
UVP II Executive Fund, LP
2445 M STREET, 3RD FLOOR
WASHINGTON, DC20037
former 10% owner
Updata Venture Partners II B, LP
2445 M STREET, 3RD FLOOR
WASHINGTON, DC20037
former 10% owner
Updata Venture Partners II, LP
2445 M STREET, 3RD FLOOR
WASHINGTON, DC20037
former 10% owner
Updata Associates III, LP
2445 M STREET, 3RD FLOOR
WASHINGTON, DC20037
former 10% owner
Updata Venture Associates II, L.P.
2445 M STREET, 3RD FLOOR
WASHINGTON, DC20037
former 10% owner
NJVA III, LLC
2445 M STREET, 3RD FLOOR
WASHINGTON, DC20037
former 10% owner
NJVA, LLC
2445 M STREET, 3RD FLOOR
WASHINGTON, DC20037
former 10% owner
Signatures
/s/ Bernard M. Goldsmith, Member of NJVA III, LLC, General Partner of Updata Associates III, L.P., General Partner of Updata Partners III, L.P. 11/03/2014
Signature of Reporting Person Date
/s/ Bernard M. Goldsmith, Member of NJVA, LLC, General Partner of Updata Venture Associates II, L.P., General Partner of UVP II Executive Fund, L.P. 11/03/2014
Signature of Reporting Person Date
/s/ Bernard M. Goldsmith, Member of NJVA, LLC, General Partner of Updata Venture Associates II, L.P., General Partner of Updata Venture Partners II B, L.P. 11/03/2014
Signature of Reporting Person Date
/s/ Bernard M. Goldsmith, Member of NJVA, LLC, General Partner of Updata Venture Associates II, L.P., General Partner of Updata Venture Partners II, L.P. 11/03/2014
Signature of Reporting Person Date
/s/ Bernard M. Goldsmith, Member of NJVA III, LLC, General Partner of Updata Associates III, L.P. 11/03/2014
Signature of Reporting Person Date
/s/ Bernard M. Goldsmith, Member of NJVA, LLC, General Partner of Updata Venture Associates II, L.P. 11/03/2014
Signature of Reporting Person Date
/s/ Bernard M. Goldsmith, Member of NJVA III, LLC 11/03/2014
Signature of Reporting Person Date
/s/ Bernard M. Goldsmith, Member of NJVA, LLC 11/03/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 1,648,197 shares sold by Updata Partners III, L.P. ("UP III"), 20,557 shares sold by UVP II Executive Fund, L.P. ("UVP II Ex"), 62,569 shares sold by Updata Venture Partners II B, L.P. ("UVP II B") and 320,289 shares sold by Updata Venture Partners II, L.P. ("UVP II" and together with UP III, UVP II Ex and UVP II B, the "Funds").
( 2 )Includes 833,551 shares held by UP III, 10,396 shares held by UVP II Ex, 31,643 shares held by UVP II B and 161,981 shares held by UVP II.
( 3 )NJVA III, LLC is the general partner of Updata Associates III, L.P., which is the general partner of UP III. NJVA, LLC is the general partner of Updata Venture Associates II, L.P., which is the general partner of UVP II Ex, UVP II B and UVP II. 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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