|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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 Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Preuninger James W C/O AMBER ROAD, INC. ONE MEADOWLANDS PLAZA EAST RUTHERFORD, NJ 07073 |
X | Chief Executive Officer |
/s/ James W. Preuninger | 07/20/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |