Sec Form 4 Filing - Cross Atlantic Capital Partners, Inc. @ 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 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) FIVE RADNOR CORPORATE CENTER, SUITE 555, 100 MATSONFORD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2014 (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 03/26/2014 C 3,131,867 A 3,714,001 I By Funds ( 4 ) ( 5 ) ( 6 ) Common Stock, $0.001 par value per share 03/26/2014 C 1,849,939 A 5,563,940 I By Funds ( 4 ) ( 5 ) ( 8 ) Common Stock, $0.001 par value per share 03/26/2014 C 1,541,690 A 7,105,630 I By Funds ( 4 ) ( 5 ) ( 10 ) Common Stock, $0.001 par value per share 03/26/2014 S 1,508,953 D $ 13 5,596,677 I By Fund ( 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 3,019,371 ( 2 ) ( 2 ) Common Stock 3,131,867 ( 2 ) ( 3 ) $ 0 0 I By Funds ( 4 ) ( 5 ) ( 6 ) Series C Preferred Stock ( 2 ) 03/26/2014 C 1,693,696 ( 2 ) ( 2 ) Common Stock 1,849,939 ( 2 ) ( 7 ) $ 0 0 I By Funds ( 4 ) ( 5 ) ( 8 ) Series D Preferred Stock ( 2 ) 03/26/2014 C 1,389,955 ( 2 ) ( 2 ) Common Stock 1,541,690 ( 2 ) ( 9 ) $ 0 0 I By Funds ( 4 ) ( 5 ) ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cross Atlantic Capital Partners, Inc. FIVE RADNOR CORPORATE CENTER, SUITE 555 100 MATSONFORD ROAD RADNOR, PA19087 X CO INVESTMENT 2000 FUND LP FIVE RADNOR CORPORATE CENTER, SUITE 555 100 MATSONFORD ROAD RADNOR, PA19087 X CROSS ATLANTIC TECHNOLOGY FUND II LP FIVE RADNOR CORPORATE CENTER, SUITE 555 100 MATSONFORD ROAD RANDNOR, PA19087 X XATF MANAGEMENT II LP FIVE RADNOR CORPORATE CENTER, SUITE 555 100 MATSONFORD ROAD RADNOR, PA19087 X Co-Invest Capital Partners Inc FIVE RADNOR CORPORATE CENTER, SUITE 555 100 MATSONFORD ROAD RADNOR, PA19087 X Co-Invest Management LP FIVE RADNOR CORPORATE CENTER, SUITE 555 100 MATSONFORD ROAD RADNOR, PA19087 X CO-INVESTMENT FUND II, L.P. FIVE RADNOR CORPORATE CENTER, SUITE 555 100 MATSONFORD ROAD REDMAR, PA19087 X Signatures /s/ Donald R. Caldwell 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, the Funds (as defined below) converted (i) 3,019,371 shares of Series A Preferred shares for 3,131,867 shares of common stock, (ii) 1,693,696 shares of Series C Preferred shares for 1,849,939 shares of common stock, and (iii) 1,389,955 shares of Series D Preferred shares for 1,541,690 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 $1,462,471 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 ( 4 )Consists of shares held by or issuable to Cross Atlantic Technology Fund, II, L.P., The Co-Investment Fund II, L.P. and 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. ( 5 )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. ( 6 )Consists of 1,385,782 shares issued to Cross Atlantic Technology Fund II, L.P., 360,303 shares issued to The Co-Investment Fund II, L.P. and 1,385,782 shares issued to The Co-Investment 2000 Fund, L.P. ( 7 )Includes shares of common stock issued in satisfaction of $2,031,161 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. ( 8 )Consists of 893,978 shares issued to Cross Atlantic Technology Fund II, L.P., 61,983 shares issued to The Co-Investment Fund II, L.P. and 893,978 shares issued to The Co-Investment 2000 Fund, L.P. ( 9 )Includes shares of common stock issued in satisfaction of $1,972,566 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. ( 10 )Consists of 1,389,955 shares issued to The Co-Investment Fund II, L.P. ( 11 )These shares are being sold by the Funds as follows: (i) Cross Atlantic Technology Fund, II, L.P., 544,443 shares (ii) The Co-Investment Fund II, L.P., 420,067 shares and, (iii) The Co-Investment 2000 Fund, L.P., 544,443.

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