SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol E2open Inc [ EOPN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/26/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
NQ Stock Options | $0.55 | 03/26/2015 | D | 0(1) | (2) | 01/12/2022 | Common Stock | 0(1) | (3) | 0 | D | ||||
Director RSU | (4) | 03/26/2015 | D | 9,200 | (5) | 05/02/2024 | Common Stock | 9,200 | (4) | 0 | D |
Explanation of Responses: |
1. The non-qualified stock option (the "Option") is held by Mr. Patrick J. O'Malley on behalf of Seagate Technology LLC. Mr. O'Malley is the Chief Financial Officer of Seagate Technology PLC, Seagate Technology, Seagate Technology HDD Holdings, Seagate HDD Cayman, Seagate Technology (US) Holdings, Inc. and Seagate Technology LLC (collectively, the "Reporting Persons"). Mr. O'Malley disclaims beneficial ownership of the Option. |
2. Non-qualified stock option to purchase 48,285 shares of common stock is granted under the E2open, Inc., 2003 Stock Plan. The Option is subject to an early exercise provision and is immediately exercisable. Shares subject to the Option vest 25% on January 12, 2013 and the remaining 75% monthly over the three years beginning on January 12, 2013. |
3. Pursuant to the tender offer launched by Eagle Acquisition Sub, Corp. on February 26, 2015 pursuant to that certain Agreement and Plan of Merger, dated February 4, 2015, between E2open, Inc., Eagle Parent Holdings, LLC and Eagle Acquisition Sub, Corp. (the "Merger Agreement"), to acquire all of the outstanding shares of common stock of E2open, Inc., par value $0.001 per share, at a purchase price of $8.60 per share (the "Offer Price"), net to the seller in cash, without interest and less any required withholding taxes, the option was cancelled in exchange for a cash payment of $26,556.75, which represents the difference between $8.60 and the exercise price of the option per share. |
4. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchanged for a cash payment of $79,120, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the offer price. |
5. The reported security was approved by the Board of Directors on May 2, 2014. The RSU's were scheduled to vest on the earlier of one (1) year from the grant date or the day before the annual meeting of the stockholders of the Company occurring in calendar year 2015, subject to Mr. O'Malley remaining a member of the Company's board of directors through the applicable vesting date. |
Remarks: |
/s/ Patrick J O'Malley | 03/27/2015 | |
** 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 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). | ||
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 Number. |