Amber Road Inc. (AMBR): Discovery Group Decreases Stake

A freshly-amended 13D filing with the US Securities and Exchange Commission revealed that Michael Murphy and Daniel Donoghue‘s Discovery Group has lowered its stake in Amber Road Inc. (NYSE:AMBR) to 1.51 million shares, which account for 5.7% of the outstanding stock. Previously, the fund’s stake consisted of 1.78 million shares that amassed 6.7% of the company’s stock. 

Amber Road is a company that provides a cloud-based global trade management solutions.  Over the past 12 months, the company’s shares have gained 113.16%. In its financial report for the second quarter of 2016, Amber Road disclosed adjusted non-GAAP loss per share of $0.11 and revenue of $18.1 million, topping both the estimates of a loss per share of $0.18 and revenue of $17.8 million. Recently, Raymond James Financial boosted its price target on Amber Road’s stock to $13 from $10.50, with an ‘Outperform’ rating.

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The number of hedge funds from our database increased by two recently and there were 10 investors long  Amber Road. (NYSE:AMBR) at the end of June. Among bullish investors were Mark Coe’s Coe Capital Management, which owned a position worth around $887.55 million, Josh Goldberg’s G2 Investment Partners Management, which held a position valued at $10.73 million, Chuck Royce’s Royce & Associates, Jim Simons’ Renaissance Technologies, and John A. Levin’s Levin Capital Strategies.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Discovery Equity Partners 1,510,255 1,510,255 1,510,255 5.7%
Discovery Group I 1,510,255 1,510,255 1,510,255 5.7%
Daniel J. Donoghue 1,510,255 1,510,255 1,510,255 5.7%
Michael R. Murphy 1,510,255 1,510,255 1,510,255 5.7%

Page 1 of 9 – SEC Filing

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED

PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES
EXCHANGE ACT OF 1934

(Amendment No. 4)*

 

Amber
Road, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

02318Y108

(CUSIP Number)

Michael
R. Murphy

Discovery Group I, LLC

300 South Wacker Drive

Suite 600

Chicago, Illinois 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September
2, 2016

(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. ¨

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).

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Page 2 of 9 – SEC Filing

CUSIP No. 02318Y108
1. Names of Reporting Persons.
Discovery Equity Partners, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  ¨
3. SEC Use Only
4. Source of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6. Citizenship or Place of Organization
Illinois
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
None.
8. Shared Voting Power
1,510,255
9. Sole Dispositive Power
None.
7. Shared Dispositive Power
1,510,255
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,510,255
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13. Percent of Class Represented by Amount in Row (11)
5.7%
14. Type of Reporting Person (See Instructions)
PN

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Page 3 of 9 – SEC Filing

CUSIP No. 02318Y108
1. Names of Reporting Persons.
Discovery Group I, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  ¨
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
None.
8. Shared Voting Power
1,510,255
9. Sole Dispositive Power
None.
10. Shared Dispositive Power
1,510,255
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,510,255
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13. Percent of Class Represented by Amount in Row (11)
5.7%
14. Type of Reporting Person (See Instructions)
IA

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Page 4 of 9 – SEC Filing

CUSIP No. 02318Y108
1. Names of Reporting Persons.
Daniel J. Donoghue
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  ¨
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6. Citizenship or Place of Organization
United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
None.
8. Shared Voting Power
1,510,255
9. Sole Dispositive Power
None.
10. Shared Dispositive Power
1,510,255
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,510,255
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13. Percent of Class Represented by Amount in Row (11)
5.7%
14. Type of Reporting Person (See Instructions)
IN

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Page 5 of 9 – SEC Filing

CUSIP No. 02318Y108
1. Names of Reporting Persons.
Michael R. Murphy
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  ¨
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6. Citizenship or Place of Organization
United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
None.
8. Shared Voting Power
1,510,255
9. Sole Dispositive Power
None.
10. Shared Dispositive Power
1,510,255
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,510,255
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13. Percent of Class Represented by Amount in Row (11)
5.7%
14. Type of Reporting Person (See Instructions)
IN

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Page 6 of 9 – SEC Filing

Item 1. Security and Issuer
This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Amber Road, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at One Meadowlands Plaza, East Rutherford, NJ 07073. This Amendment No. 4 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on July 2, 2015, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on July 30, 2015, as amended by Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on August 19, 2016, and as amended by Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on August 26, 2016 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 4, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 4.
Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended to read in its
entirety as follows:

The total purchase price for the 1,510,255 shares of Common
Stock beneficially owned by the Reporting Persons as of September 2, 2016 was approximately $10,034,939. The source of such funds
was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the
ordinary course of business by the Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity
Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended to read in its
entirety as follows:

The information concerning percentages of ownership set forth
below is based on 26,460,677 shares of Common Stock outstanding as of July 31, 2016
in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.

Discovery Equity Partners beneficially owns 1,510,255 shares
of Common Stock as of September 2, 2016, which represents 5.7% of the outstanding Common Stock.

Discovery Group beneficially owns 1,510,255 shares of Common
Stock as of September 2, 2016, which represents 5.7% of the outstanding Common Stock.

Mr. Donoghue beneficially owns 1,510,255 shares of Common Stock
as of September 2, 2016, which represents 5.7% of the outstanding Common Stock.

Mr. Murphy beneficially owns 1,510,255 shares of Common Stock
as of September 2, 2016, which represents 5.7% of the outstanding Common Stock..

 

Discovery Group is the
sole general partner of Discovery Equity Partners.  Messrs. Donoghue and Murphy are the sole managing members of Discovery
Group.  As a consequence, Discovery Group
and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common
Stock owned by Discovery Equity Partners.

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Page 7 of 9 – SEC Filing

The transactions in Common Stock effected by the Reporting Persons
since those reported in the Schedule 13D filed by the Reporting Persons on August 26, 2016 are set out in Exhibit 1 hereto.

No person other than Discovery
Equity Partners
is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to read in its
entirety as follows:

There are no contracts,
arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other
person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity
Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreements of the
Reporting Persons
with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with
respect to this Amendment No. 4 included as Exhibit 2 to this Amendment No. 4, and the Powers of Attorney granted by Messrs.
Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of
Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 4.

Item 7. Material to Be Filed as Exhibits
Exhibit 1:              List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on August 26, 2016.
Exhibit 2:              Joint Filing Agreement dated as of September 6, 2016, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
Exhibit 3:              Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
Exhibit 4:              Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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Page 8 of 9 – SEC Filing

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.

September 6, 2016

Date

DISCOVERY GROUP I, LLC,

for itself and as general partner of

DISCOVERY EQUITY PARTNERS, L.P.

 

By: Michael R. Murphy*

Signature
Michael R. Murphy, Managing Member
Name/Title
Daniel J. Donoghue*
Signature
Daniel J. Donoghue
Name/Title
Michael R. Murphy*
Signature
Michael R. Murphy
Name/Title
*By: /s/ Mark Buckley

Mark Buckley

Attorney-in-Fact for Daniel J. Donoghue

Attorney-in-Fact for Michael R. Murphy

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Page 9 of 9 – SEC Filing

Exhibit Index

 

Exhibit 1 List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on August 26, 2016.
Exhibit 2

Joint Filing Agreement dated as of September 6, 2016, by and
among

Discovery Equity Partners;
Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 3 Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
Exhibit 4 Power of Attorney of Michael R. Murphy, dated as
of April 28, 2008.

 

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