CUSIP
No.
02318Y108
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Cross
Atlantic Capital Partners II, Inc.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
CUSIP
No.
02318Y108
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
XATF
Management II, L.P.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No.
02318Y108
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Cross
Atlantic Technology Fund II, L.P.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No.
02318Y108
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Co-Invest
Capital Partners, Inc.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
CUSIP
No.
02318Y108
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Co-Invest
Management, L.P.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No.
02318Y108
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
The
Co-Investment 2000 Fund, L.P.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No.
02318Y108
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Co-Invest
Capital Partners II, Inc.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
CUSIP
No.
02318Y108
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Co-Invest
Management II, L.P.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No.
02318Y108
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
The
Co-Investment Fund II, L.P.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No.
02318Y108
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Donald
R. Caldwell
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0%
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
Item
1.
(a)
Name of Issuer
Amber
Road, Inc. (the “
Issuer
”)
(b)
Address of Issuer’s Principal Executive Offices
One
Meadowlands Plaza, East Rutherford, New Jersey 07073
Item
2.
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
The
names, principal business offices and citizenship of the persons filing this statement are:
Cross
Atlantic Capital Partners II, Inc. (“CAP”)
150
Radnor Chester Road #A225
Radnor,
Pennsylvania 19087
Citizenship:
Delaware
XATF
Management II, L.P. (“XATF”)
c/o
Cross Atlantic Capital Partners, Inc.
150
Radnor Chester Road #A225
Radnor,
Pennsylvania 19087
Citizenship:
Delaware
Cross
Atlantic Technology Fund II, L.P. (“Fund II”)
c/o
Cross Atlantic Capital Partners, Inc.
150
Radnor Chester Road #A225
Radnor,
Pennsylvania 19087
Citizenship:
Delaware
Co-Invest
Capital Partners, Inc. (“Co-Invest Capital”)
c/o
Cross Atlantic Capital Partners, Inc.
150
Radnor Chester Road #A225
Radnor,
Pennsylvania 19087
Citizenship:
Delaware
Co-Invest
Management, L.P. (“Co-Invest Management”)
c/o
Cross Atlantic Capital Partners, Inc.
150
Radnor Chester Road #A225
Radnor,
Pennsylvania 19087
Citizenship:
Delaware
The
Co-Investment 2000 Fund, L.P. (“2000 Fund”)
c/o
Cross Atlantic Capital Partners, Inc.
150
Radnor Chester Road #A225
Radnor,
Pennsylvania 19087
Citizenship:
Delaware
Co-Invest
Capital Partners II, Inc. (“Co-Invest Capital II”)
c/o
Cross Atlantic Capital Partners, Inc.
150
Radnor Chester Road #A225
Radnor,
Pennsylvania 19087
Citizenship:
Delaware
Co-Invest
Management II, L.P. (“Co-Invest Management II”)
c/o
Cross Atlantic Capital Partners, Inc.
150
Radnor Chester Road #A225
Radnor,
Pennsylvania 19087
Citizenship:
Delaware
The
Co-Investment Fund II, L.P. (“Co-Investment Fund”)
c/o
Cross Atlantic Capital Partners, Inc.
150
Radnor Chester Road #A225
Radnor,
Pennsylvania 19087
Citizenship:
Delaware
Donald
R. Caldwell (“Mr. Caldwell”)
c/o
Cross Atlantic Capital Partners, Inc.
150
Radnor Chester Road #A225
Radnor,
Pennsylvania 19087
Citizenship:
United States
(d)
Title of Class of Securities
Common
Stock, $0.001 par value per share, of the Issuer (the “
Common Stock
”)
(e)
CUSIP Number
02318Y108
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
Not
applicable.
Item
4. Ownership.
(a) Amount
beneficially owned: 0
(b) Percent
of class: 0
(c) Number
of shares as to which the person has:
|
(i) Sole
power to vote or to direct the vote:
|
See
Cover Pages Items 5-9.
|
(ii) Shared
power to vote or to direct the vote:
|
See
Cover Pages Items 5-9.
|
(iii) Sole
power to dispose or to direct the disposition of:
|
See
Cover Pages Items 5-9.
|
(iv) Shared
power to dispose or to direct the disposition of:
|
See
Cover Pages Items 5-9.
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following ☒.
Item
6. Ownership of More than Five Percent on Behalf of Another Person
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not
applicable.
Item
8. Identification and Classification of Members of the Group
Not
applicable.
Item
9. Notice of Dissolution of Group
Not
applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
Exhibit
A: Joint Filing Agreement, dated as of February 17, 2015 by and among CAP, XATF, FUND II, Co-Invest Capital, Co-Invest Management,
2000 Fund, Co-Invest Capital II, Co-Invest Management II, Co-Investment Fund and Mr. Caldwell.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February
14, 2018
|
CROSS
ATLANTIC TECHNOLOGY FUND II, L.P.
|
|
|
|
|
By:
|
XATF
Management II, L.P.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
Cross
Atlantic Capital Partners II, Inc.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Donald R. Caldwell
|
|
Name:
|
Donald
R. Caldwell
|
|
Title:
|
Chairman
and CEO
|
|
|
|
|
XATF
Management II, L.P.
|
|
|
|
|
By:
|
Cross
Atlantic Capital Partners II, Inc.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Donald R. Caldwell
|
|
Name:
|
Donald
R. Caldwell
|
|
Title:
|
Chairman
and CEO
|
|
|
|
|
CROSS
ATLANTIC CAPITAL PARTNERS II, INC.
|
|
|
|
|
By:
|
/s/
Donald R. Caldwell
|
|
Name:
|
Donald
R. Caldwell
|
|
Title:
|
Chairman
and CEO
|
|
|
|
|
THE
CO-INVESTMENT 2000 FUND, L.P.
|
|
|
|
|
By:
|
Co-Invest
Management, L.P.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
Co-Invest
Capital Partners, Inc.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Donald R. Caldwell
|
|
Name:
|
Donald
R. Caldwell
|
|
Title:
|
Chairman
and CEO
|
|
CO-INVEST
MANAGEMENT, L.P.
|
|
|
|
|
By:
|
Co-Invest
Capital Partners, Inc.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Brian Adamsky
|
|
Name:
|
Brian
Adamsky
|
|
Title:
|
Chief
Financial Officer and Treasurer
|
|
|
|
|
CO-INVEST
CAPITAL PARTNERS, INC.
|
|
|
|
|
/s/
Brian Adamsky
|
|
Name:
|
Brian
Adamsky
|
|
Title:
|
Chief
Financial Officer and Treasurer
|
|
|
|
|
THE
CO-INVESTMENT FUND II, L.P.
|
|
|
|
|
By:
|
Co-Invest
Management II, L.P.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
Co-Invest
Capital Partners II, Inc.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Donald R. Caldwell
|
|
Name:
|
Donald
R. Caldwell
|
|
Title:
|
Chairman
and CEO
|
|
|
|
|
CO-INVEST
MANAGEMENT II, L.P.
|
|
|
|
|
By:
|
Co-Invest
Capital Partners II, Inc.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Donald R. Caldwell
|
|
Name:
|
Donald
R. Caldwell
|
|
Title:
|
Chairman
and CEO
|
|
|
|
|
CO-INVEST
CAPITAL PARTNERS II, INC.
|
|
|
|
|
By:
|
/s/
Donald R. Caldwell
|
|
Name:
|
Donald
R. Caldwell
|
|
Title:
|
Chairman
and CEO
|
|
|
|
|
/s/
Donald R. Caldwell
|
|
Donald
R. Caldwell
|
Exhibit
A
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G with respect to Common Stock of Amber Road,
Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement (including amendments
on Schedule 13D) may be filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, without the necessity of filing additional joint filing agreements.
Date: February
17, 2015
|
CROSS
ATLANTIC TECHNOLOGY FUND II, L.P.
|
|
|
|
|
By:
|
XATF
Management II, L.P.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
Cross
Atlantic Capital Partners II, Inc.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Brian Adamsky
|
|
Name:
|
Brian
Adamsky
|
|
Title:
|
Chief
Financial Officer and Treasurer
|
|
|
|
|
XATF
Management II, L.P.
|
|
|
|
|
By:
|
Cross
Atlantic Capital Partners II, Inc.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Brian Adamsky
|
|
Name:
|
Brian
Adamsky
|
|
Title:
|
Chief
Financial Officer and Treasurer
|
|
|
|
|
CROSS
ATLANTIC CAPITAL PARTNERS II, INC.
|
|
|
|
|
/s/
Brian Adamsky
|
|
Name:
|
Brian
Adamsky
|
|
Title:
|
Chief
Financial Officer and Treasurer
|
|
THE
CO-INVESTMENT 2000 FUND, L.P.
|
|
|
|
|
By:
|
Co-Invest
Management, L.P.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
Co-Invest
Capital Partners, Inc.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Brian Adamsky
|
|
Name:
|
Brian
Adamsky
|
|
Title:
|
Chief
Financial Officer and Treasurer
|
|
|
|
|
CO-INVEST
MANAGEMENT, L.P.
|
|
|
|
|
By:
|
Co-Invest
Capital Partners, Inc.
|
|
Title:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Brian Adamsky
|
|
Name:
|
Brian
Adamsky
|
|
Title:
|
Chief
Financial Officer and Treasurer
|
|
|
|
|
CO-INVEST
CAPITAL PARTNERS, INC.
|
|
|
|
|
/s/
Brian Adamsky
|
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Name:
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Brian
Adamsky
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Title:
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Chief
Financial Officer and Treasurer
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THE
CO-INVESTMENT FUND II, L.P.
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By:
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Co-Invest
Management II, L.P.
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Title:
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General
Partner
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By:
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Co-Invest
Capital Partners II, Inc.
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Title:
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General
Partner
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By:
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/s/
Brian Adamsky
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Name:
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Brian
Adamsky
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Title:
|
Chief
Financial Officer and Treasurer
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CO-INVEST
MANAGEMENT II, L.P.
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By:
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Co-Invest
Capital Partners II, Inc.
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Title:
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General
Partner
|
|
|
|
|
By:
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/s/
Brian Adamsky
|
|
Name:
|
Brian
Adamsky
|
|
Title:
|
Chief
Financial Officer and Treasurer
|
|
|
|
|
CO-INVEST
CAPITAL PARTNERS II, INC.
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|
|
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/s/
Brian Adamsky
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Name:
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Brian
Adamsky
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Title:
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Chief
Financial Officer and Treasurer
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/s/
Donald R. Caldwell
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Donald
R. Caldwell
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19 -