| 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 | ||||||
| Common Stock | 03/26/2015 | U | 95,833 | D | (1) | 0 | D | |||
| 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 | ||||||||
| Employee Stock Option (Right to buy) | $8.25 | 03/26/2015 | D | 681 | (2) | 06/25/2019 | Common Stock | 681 | (3) | 0 | D | ||||
| Employee Stock Option (Right to buy) | $5.45 | 03/26/2015 | D | 33,341 | (4) | 07/18/2021 | Common Stock | 33,341 | (5) | 0 | D | ||||
| Employee Stock Option (Right to buy) | $5.45 | 03/26/2015 | D | 3,125 | (6) | 07/18/2021 | Common Stock | 3,125 | (7) | 0 | D | ||||
| Employee Stock Option (Right to buy) | $8.25 | 03/26/2015 | D | 11,310 | (8) | 02/16/2018 | Common Stock | 11,310 | (9) | 0 | D | ||||
| Employee Stock Option (Right to buy) | $5.45 | 03/26/2015 | D | 3,836 | (4) | 07/18/2021 | Common Stock | 3,836 | (10) | 0 | D | ||||
| Employee Stock Option (Right to buy) | $5.45 | 03/26/2015 | D | 25,000 | (6) | 07/18/2021 | Common Stock | 25,000 | (11) | 0 | D | ||||
| Executive RSU | (12) | 03/26/2015 | D | 7,750 | (13) | 07/23/2023 | Common Stock | 7,750 | (12) | 0 | D | ||||
| Executive RSU | (14) | 03/26/2015 | D | 37,125 | (15) | 09/26/2023 | Common Stock | 37,125 | (14) | 0 | D | ||||
| Executive RSU | (16) | 03/26/2015 | D | 12,500 | (17) | 06/26/2024 | Common Stock | 12,500 | (16) | 0 | D | ||||
| Executive RSU | (18) | 03/26/2015 | D | 16,667 | (19) | 06/26/2024 | Common Stock | 16,667 | (18) | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares of Common Stock tendered in 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. |
| 2. Shares subject to the option vest monthly over four years beginning on June 25, 2009. |
| 3. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $5,618.25, which represents the difference between $8.60 and the exercise price of the option per share. |
| 4. Shares subject to the option vest monthly over three years beginning on March 1, 2013. |
| 5. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $181,708.45, which represents the difference between $8.60 and the exercise price of the option per share. |
| 6. Shares subject to the option vest monthly over four years beginning on March 1, 2013. |
| 7. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $17,031.25, which represents the difference between $8.60 and the exercise price of the option per share. |
| 8. Shares subject to the option vest monthly over four years beginning on January 30, 2008. |
| 9. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $93,307.50, which represents the difference between $8.60 and the exercise price of the option per share. |
| 10. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $20,906.20, which represents the difference between $8.60 and the exercise price of the option per share. |
| 11. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $136,250.00, which represents the difference between $8.60 and the exercise price of the option per share. |
| 12. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $66,650.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price. |
| 13. The performance-based RSU's were granted on July 23, 2013, with a goal start date of March 1, 2013 based on performance metrics for fiscal year 2014. The performance-based RSUs vest in two equal tranches after the audit committee confirmed fiscal year 2014 results. The first tranche was released on August 31, 2014; the second tranche was to be released on August 31, 2015. |
| 14. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $319,275.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price. |
| 15. The performance-based RSU's were granted on September 26, 2013 and vest over a period of four years based on fiscal year 2014 performance. The first tranche was released on October 9, 2014. |
| 16. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $107,500.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price. |
| 17. The time-based RSUs were granted on June 26, 2014 and vest annually over four years. |
| 18. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $143,336.20, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price. |
| 19. The performance-based RSUs were granted on June 26, 2014 and vest upon 100% attainment of the 2015 fiscal year performance target. |
| Remarks: |
| /s/ Peter J Maloney | 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. | ||
