Sec Form 4 Filing - Preuninger James W @ Amber Road, Inc. - 2017-07-14

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 James 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) Chief Executive Officer (Last) (First) (Middle) C/O AMBER ROAD, INC., ONE MEADOWLANDS PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 07/14/2017 (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

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 Restricted Stock Units ( 1 ) $ 0 ( 2 ) 07/14/2017 A 97,013 ( 3 ) ( 3 ) Common Stock 97,013 $ 0 97,013 D Restricted Stock Units ( 4 ) $ 0 ( 5 ) 07/14/2017 A 136,537 ( 6 ) ( 6 ) Common Stock 136,537 $ 0 136,537 D Employee Stock Option (right to buy) $ 9.09 07/14/2017 A 232,038 ( 7 ) 07/14/2027 Common Stock 232,038 $ 0 232,038 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Preuninger James W C/O AMBER ROAD, INC. ONE MEADOWLANDS PLAZA EAST RUTHERFORD, NJ07073 X Chief Executive Officer Signatures /s/ James W. Preuninger 07/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Units ("RSUs"). ( 2 )Each RSU represents a contingent right to receive one share of common stock of the registrant. ( 3 )The RSUs will vest 25% on each anniversary of the grant date. ( 4 )Performance Stock Units ("PSUs"). Of the total grant, 28,745 relate to equity compensation for 2017 and 107,792 relate to equity compensation for 2016 as Mr. Preuninger declined any equity award in 2016 in order to maximize the remaining shares available in registrant's 2012 Omnibus Incentive Compensation Plan for grants to other employee participants. The target number of units is presented in the table. The number of units that actually vest may be higher or lower than the target amount, depending on the extent to which the registrant meets or exceeds the performance criteria. ( 5 )Each PSU represents a contingent right to receive one share of common stock of the registrant. ( 6 )The PSUs will vest upon the achievement of certain performance criteria related to the registrant's adjusted EBITDA for the fiscal year ended 2018. ( 7 )The option will vest 25% on the one-year anniversary of the grant date, and 6.25% at the end of each three-month period thereafter.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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