| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/04/2021 | 3. Issuer Name and Ticker or Trading Symbol E2open Parent Holdings, Inc. [ ETWO ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A common stock | 18,582(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B-1 common stock | (1)(2) | (2) | Class A common stock | 6,270 | (2) | D | |
| Series B-2 common stock | (1)(3) | (3) | Class A common stock | 3,762 | (3) | D | |
| Explanation of Responses: |
| 1. These securities were issued pursuant to the Business Combination Agreement, dated October 14, 2020, by and among CC Neuberger Principal Holdings I, E2open Holdings, LLC ("E2open Holdings"), and the other parties thereto, as amended January 28, 2021. |
| 2. These shares of Series B-1 common stock represent unvested, non-voting restricted common stock of the Issuer. Each share of Series B-1 common stock will vest on the first day on which the 5-day volume weighted average price of the Class A common stock is equal to at least $13.50, or upon certain change in control events specified in the Third Amended and Restated Limited Liability Company Agreement of E2open Holdings (the "LLC Agreement"). Upon, vesting, each share of Series B-1 common stock will convert automatically into one share of Class A common stock. |
| 3. These shares of Series B-2 common stock represent unvested, non-voting restricted common stock of the Issuer. Each share of Series B-2 common stock will vest on the first day on which the 20-day volume weighted average price of the Class A common stock is equal to at least $15.00, or upon certain change in control events specified in the LLC Agreement. Upon, vesting, each share of Series B-2 common stock will convert automatically into one share of Class A common stock. |
| Remarks: |
| /s/ Jennifer S Grafton, by Power of Attorney | 02/10/2021 | |
| ** 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 5 (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. | ||
