E2open Parent (ETWO) Form 4 E2open Parent / Andrew M Appel 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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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^*

Appel Andrew M

(Last) (First) (Middle)

9600 GREAT HILLS TRAIL, SUITE 300E

(Street)

AUSTIN TX 78759

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
E2open Parent Holdings, Inc. [ ETWO ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2024

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

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
Restricted Stock Units	(1)	02/12/2024		A		287,715		(2)	(2)	Class A Common Stock	287,715	$0.00	287,715	D
Restricted Stock Units	(1)	02/12/2024		A		1,500,000		(3)	(3)	Class A Common Stock	1,500,000	$0.00	1,500,000	D
Stock Option	$4.11	02/12/2024		A		1,700,000		(4)	02/12/2031	Class A Common Stock	1,700,000	$0.00	1,700,000	D
Restricted Stock Units	(1)	02/12/2024		A		1,500,000		(5)	(5)	Class A Common Stock	1,500,000	$0.00	1,500,000	D
Stock Option	$4.11	02/12/2024		A		3,400,000		(6)	02/12/2031	Class A Common Stock	3,400,000	$0.00	3,400,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of ETWO common stock.

2. Represents an award of restricted stock units ("RSUs") to Mr. Appel upon being appointed Chief Executive Officer of E2open Parent Holdings, Inc. (the "Issuer"). The award shall vest on February 12, 2025, so long as Mr. Appel continues to provide services to the Issuer through such date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person following vesting.

3. Represents an award of restricted stock units ("RSUs") to Mr. Appel upon being appointed Chief Executive Officer of E2open Parent Holdings, Inc. The award shall vest as follows: (i) one-third (1/3rd) of the award will vest on February 12, 2025, and (ii) the remaining portion of the award will vest during the two (2)-year period commencing on February 12, 2025 in substantially equal installments at the end of each quarter during such period, in each case, subject to continued employment or other service with the company. Each RSU represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration.

4. The options will vest one-third (1/3rd) on February 12, 2025, and two-thirds (2/3rds) will vest equally on each three-month anniversary thereafter for two years with the last vesting occurring on February 12, 2027, subject to continued employment with E2open.

5. This performance-based restricted stock unit award will performance vest through the three-year period beginning on the date of grant, subject to the achievement of certain stock price goals (ranging from $3.50 to $15.00). Mr. Appel may earn up to 200% of the number of performance-based restricted stock units granted, depending on the level of achievement, with above 100% achievement beginning once the stock price reaches $9.50 for twenty (20) out of thirty (30) consecutive trading days. Performance-vested units will be deferred and delivered in shares of common stock upon achievement of the time-vesting portion of the award. The RSUs will time-vest as follows: (i) one-third will time-vest on the first anniversary of the date of grant, and (ii) the remaining portion of the RSUs will time-vest during the two-year period commencing as of 2/12/2025 in substantially equal installments at the end of each quarter during such period through February 12, 2027.

6. This performance-based option award will performance vest through the three-year period beginning February 12, 2024, subject to the achievement of stock price goals (ranging from $3.50 to $15.00). Mr. Appel may earn between zero and 3,400,000 options, with target at 1,700,000, depending on the level of achievement, with above target achievement beginning once the stock price reaches $9.50 for twenty (20) out of thirty (30) consecutive trading days. Performance-vested options will be fully vested and exercisable upon achievement of the time-vesting portion of the award. The options will time-vest as follows: (i) one-third will time-vest on 2/12/2025, and (ii) the remaining portion of the option will time-vest during the two-year period commencing as of 2/12/2025 in substantially equal installments at the end of each quarter during such period through February 12, 2027.

Remarks:

	/s/ Jennifer S. Grafton by Power of Attorney	02/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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