0000941560-19-000005.txt : 20190711 0000941560-19-000005.hdr.sgml : 20190711 20190711155310 ACCESSION NUMBER: 0000941560-19-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190711 DATE AS OF CHANGE: 20190711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Amber Road, Inc. CENTRAL INDEX KEY: 0001314223 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222590301 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88326 FILM NUMBER: 19951164 BUSINESS ADDRESS: STREET 1: 1 MEADOWLANDS PLAZA CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 201-935-8588 MAIL ADDRESS: STREET 1: 1 MEADOWLANDS PLAZA CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 FORMER COMPANY: FORMER CONFORMED NAME: Amber Road, Inc DATE OF NAME CHANGE: 20130710 FORMER COMPANY: FORMER CONFORMED NAME: Management Dynamics Inc/NJ DATE OF NAME CHANGE: 20050112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER LEWIS ASSET MANAGEMENT L P CENTRAL INDEX KEY: 0000941560 IRS NUMBER: 232778393 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 285 WILMINGTON WEST CHESTER PIKE CITY: CHADDS FORD STATE: PA ZIP: 19317 BUSINESS PHONE: 6105582800 MAIL ADDRESS: STREET 1: 285 WILMINGTON WEST CHESTER PIKE CITY: CHADDS FORD STATE: PA ZIP: 19317 SC 13D/A 1 ambr0719.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Amber Road, Inc.

(Name of Issuer)

 

 

Common Stock, $ 0.001 par value

(Title of Class of Securities)

 

 

02318Y108

(CUSIP Number)

 

Gardner Lewis Asset Management, L.P.

Attn: Len Sorgini, Chief Compliance Officer

285 Wilmington West Chester Pike, Chadds Ford, PA 19317

(610)558-2800

Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

 

July 2, 2019

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 
 

CUSIP no. 02318Y108                                                                                                                  Page 2 of 7

 

1.  Names of Reporting Persons
 Gardner Lewis Asset Management, L.P.    
 
2.  Check the Appropriate Box if a Member of a Group
(a) o
(b) o
 
3.  SEC Use Only
4.  Source of Funds
     OO

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to

Items 2(d) or 2(e)

o
6.  Citizenship or Place of Organization
Pennsylvania

 

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

 

 

 7.  Sole Voting Power
0
8.  Shared Voting Power
0
9.  Sole Dispositive Power
0
10.  Shared Dispositive Power
0
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
0
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13.  Percent of Class Represented by Amount in Row (11)
8.8
14.  Type of Reporting Person
IA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

CUSIP no. 02318Y108                                                                                                                  Page 3 of 7

 


1.  Names of Reporting Persons
 Gardner Lewis Asset Management, Inc.
 
2.  Check the Appropriate Box if a Member of a Group
(a) o
(b) o
 
3.  SEC Use Only
4.  Source of Funds
     OO

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant

to Items 2(d) or 2(e)

o
6.  Citizenship or Place of Organization
Delaware

 

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

 

 

 7.  Sole Voting Power
0
8.  Shared Voting Power
0
9.  Sole Dispositive Power
0
10.  Shared Dispositive Power
0
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
0
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13.  Percent of Class Represented by Amount in Row (11)
8.8
14.  Type of Reporting Person
CO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

CUSIP no. 02318Y108                                                                                                                  Page 4 of 7

 

1.  Names of Reporting Persons.
 Gardner Lewis Merger Arbitrage Ex Master Fund, Ltd.    
 
2.  Check the Appropriate Box if a Member of a Group
(a) o
(b) o
 
3.  SEC Use Only
4.  Source of Funds
     OO

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant

to Items 2(d) or 2(e)

o
6.  Citizenship or Place of Organization
Delaware

 

 

   Number of Shares

   Beneficially

   Owned by

   Each Reporting

   Person With:

 

 

 7.  Sole Voting Power
0
8.  Shared Voting Power
0
9.  Sole Dispositive Power
0
10.  Shared Dispositive Power
0
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
0
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13.  Percent of Class Represented by Amount in Row (11)
6.4
14.  Type of Reporting Person
PN

 

 

 

 

 

 

 

 

 

 

 
 

CUSIP no. 02318Y108                                                                                                                 Page 5 of 7

 

ITEM 1. SECURITY AND ISSUER

 

This Amendment No. 1 (the “Amendment”) relates to the Statement of Beneficial Ownership on Schedule 13D filed with respect to the common stock, $0.001 par value (the “Common Stock”), of Amber Road, Inc. (the “Issuer”) which was originally filed on May 23, 2019 (this “Schedule 13D”). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

  

ITEM 4. PURPOSE OF TRANSACTION

 

Item 4 of this Schedule 13D is amended and supplemented by the addition of the following:

 

Pursuant to the Offer to Purchase, dated June 3, 2019, from Chicago Merger Sub, Inc., a Delaware corporation (the “Purchaser”) and an indirect wholly-owned subsidiary of Eagle Parent Holdings, LLC, a Delaware limited liability company (“Parent”), to purchase all the outstanding shares of Common Stock (the “Tender Offer”). On July 2, 2019, the Reporting Persons tendered all of the shares of Common Stock beneficially owned by them as reported on this Schedule 13D and such shares were accepted by the Purchaser on July 2, 2019.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

(a)        As a result of the Tender Offer, the Reporting Persons no longer have any beneficial ownership in the Common Stock.

 

(c)       The disclosure contained in Item 4 of this Amendment No. 1 is incorporated herein by reference.

 

(d)    The Reporting Persons ceased to be beneficial owners of 5% or more of the Issuer's Common Stock on July 2, 2019.



ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit A - Joint Filing Agreement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

CUSIP no. 02318Y108                                                                                                                  Page 6 of 7

 

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.

 

Gardner Lewis Asset Management, L.P.

By: Gardner Lewis Asset Management, Inc.,

its general partner

 

Dated: July 11, 2019                                                            By: /s/ W. Whitfield Gardner

                                                                                                 W. Whitfield Gardner

 Chairman and CEO

 

                                                                                              Gardner Lewis Asset Management, Inc.

  

Dated: July 11, 2019                                                            By: /s/ W. Whitfield Gardner

                                                                                                 W. Whitfield Gardner

                                                                                                  Chairman and CEO

 

                                                                 Gardner Lewis Merger Arbitrage Ex Master Fund, Ltd.

 

                                                                                      By: Gardner Lewis Asset Management, L.P.,

       its investment manager

        By: Gardner Lewis Asset Management, Inc.,

             its general partner

 

Dated: July 11, 2019                                                             By: /s/ W. Whitfield Gardner

W. Whitfield Gardner

Chairman and CEO

 

 

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

  

 

 

 

 

 

 

 

 

 

 
 

 

CUSIP no. 02318Y108                                                                                                                  Page 7 of 7

 

EXHIBIT A

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Amber Road, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute the Agreement this 11th day of July, 2019.

 

 

Gardner Lewis Asset Management, L.P.

By: Gardner Lewis Asset Management, Inc.,

its general partner

 

Dated: July 11, 2019                                                          By: /s/ W. Whitfield Gardner

                                                                                                       W. Whitfield Gardner

                                                                                                       Chairman and CEO

 

                                                                                                Gardner Lewis Asset Management, Inc.

 

Dated: July 11, 2019                                                             By: /s/ W. Whitfield Gardner

                                                                                                     W. Whitfield Gardner

                                                                                                     Chairman and CEO

                                                                                                    

                                                                                         Gardner Lewis Merger Arbitrage Ex Master Fund, Ltd.

 

                                                                                          By: Gardner Lewis Asset Management, L.P.,,

               its investment manager

               By: Gardner Lewis Asset Management, Inc.,

                        its general partner

 

Dated: July11, 2019                                                               By: /s/ W. Whitfield Gardner

                                                                                                              W. Whitfield Gardner

                                                                                                               Chairman and CEO