FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GOLDMAN SACHS GROUP INC

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/20/2014 

3. Issuer Name and Ticker or Trading Symbol

Amber Road, Inc. [AMBR]

(Last)        (First)        (Middle)

200 WEST STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10282       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Redeemable Convertible Preferred Stock     (2)   (2) Common Stock   2987756     (2) I   See footnotes   (1) (2)

Explanation of Responses:
( 1)  This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Goldman Sachs beneficially owns directly, and GS Group may be deemed to beneficially own indirectly, 4,472,671 Series E Redeemable Convertible Preferred Stock, no par value (the "Preferred Shares"), of Amber Road, Inc. (the "Company").
( 2)  The Preferred Shares will be converted automatically, for no additional consideration, into the Company's common stock, $0.001 par value (the "Common Stock"), immediately prior to the closing of the Company's initial public offering of Common Stock, described in the Amendment No. 1 to Form S-1 Registration Statement, filed by the Company with the Securities and Exchange Commission on March 5, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK, NY 10282




GOLDMAN SACHS & CO
200 WEST STREET
NEW YORK, NY 10282





Signatures
/s/ Kevin P. Treanor, Attorney-in-fact 3/20/2014
** Signature of Reporting Person Date

/s/ Kevin P. Treanor, Attorney-in-fact 3/20/2014
** Signature of Reporting Person Date


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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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