Peter Hantman Form 4 E2open / Peter Hantman ownership change

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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X

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^*

Hantman Peter

(Last) (First) (Middle)

C/O E2OPEN, INC.

4100 EAST THIRD AVENUE, SUITE 400

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
E2open Inc [ EOPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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		1,277	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to buy)	$5.45	03/26/2015		D			14,997	(2)	03/28/2021	Common Stock	14,997	(3)	0	D
Stock Option (Right to buy)	$2.43	03/26/2015		D			40,000	(4)	10/09/2024	Common Stock	40,000	(5)	0	D
Restricted Stock Unit	(6)	03/26/2015		D			1,250	(7)	09/27/2022	Common Stock	1,250	(6)	0	D
Restricted Stock Unit	(8)	03/26/2015		D			2,500	(9)	10/04/2022	Common Stock	2,500	(8)	0	D
Restricted Stock Unit	(10)	03/26/2015		D			1,875	(11)	04/25/2023	Common Stock	1,875	(10)	0	D
Restricted Stock Unit	(12)	03/26/2015		D			1,875	(13)	07/08/2023	Common Stock	1,875	(12)	0	D
Restricted Stock Unit	(14)	03/26/2015		D			36,100	(15)	05/02/2024	Common Stock	36,100	(14)	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 over four years: 25% of the option vests after 12 months of service on December 31, 2011 and 1/48th vests monthly thereafter subject to Mr. Hantman remaining a Service Provider (as defined in the E2open, Inc. 2003 Stock Plan (the "2003 Plan") and/or E2open, Inc. 2012 Equity Compensation Plan (the "2012 Plan") and together with the 2003 Plan, the "Plans") through each applicable vesting date.

3. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $81,733.65, 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 four years beginning October 9, 2014 subject to Mr. Hantman remaining a Service Provider (as defined in the Plans) through each applicable vesting date.

5. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $97,200, which represents the difference between $8.60 and the exercise price of the option per share.

6. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $10,750.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.

7. The RSU's vest annually on September 27th of each year over 4 years beginning September 27, 2013 subject to Mr. Hantman remaining a service provider (as defined in the Plans) through each applicable vesting date.

8. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $21,500.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.

9. The RSU's vest annually on October 4th of each year over 4 years beginning October 4, 2013 subject to Mr. Hantman remaining a service provider (as defined in the Plans) through each applicable vesting date.

10. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $16,125.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.

11. The RSU's vest annually on April 25th of each year over 4 years beginning April 25, 2014 subject to Mr. Hantman remaining a service provider (as defined in the Plans) through each applicable vesting date.

12. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $16,125.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.

13. The RSU's vest annually on July 8th of each year over 4 years beginning July 8, 2014 subject to Mr. Hantman remaining a service provider (as defined in the Plans) through each applicable vesting date.

14. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $310,460.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.

15. The RSU's vest annually on May 2nd of each year over 4 years beginning May 2, 2015 subject to Mr. Hantman remaining a service provider (as defined in the Plans) through each applicable vesting date.

Remarks:

Senior Vice President, Customer Solutions

	/s/ Peter Hantman	03/26/2015
	** Signature of Reporting Person	Date
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