| 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 Parent Holdings, Inc. [ PCPL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/04/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A ordinary shares, par value $0.0001 per share | 02/04/2021 | P | 287,250 | A | $11.03(2) | 4,436,975 | D(1) | |||
| Class A ordinary shares, par value $0.0001 per share | 02/04/2021 | P | 287,250 | A | $11.03(2) | 4,436,975 | I | See Footnote(1) | ||
| Class A ordinary shares, par value $0.0001 per share | 02/04/2021 | J(3) | 4,436,975 | D | (3) | 0 | D(1) | |||
| Class A ordinary shares, par value $0.0001 per share | 02/04/2021 | J(3) | 4,436,975 | D | (3) | 0 | I | See Footnote(1) | ||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities are directly owned by Atalan Master Fund, LP (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Atalan Capital Partners, LP ("Atalan"), as the investment manager of the Master Fund; (ii) Atalan GP, LLC ("Atalan Fund GP"), the general partner of the Master Fund; (iii) Atalan Capital Partners (GP), LLC ("Atalan Capital GP"), the general partner of Atalan; and (iv) David R. Thomas as the managing member of Atalan Fund GP and Atalan Capital GP. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 2. This constitutes the weighted average purchase price. The prices range from $10.98 to $11.08. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. |
| 3. In connection with the consummation of a series of mergers pursuant to which the Issuer acquired a majority interest of E2open Holdings, LLC, each share of Class A ordinary shares, par value $0.0001 per share, of the Issuer was automatically converted on a one-for-one basis into the Issuer's Class A common stock, par value $0.0001 per share, as described in the Issuer's Amendment No. 2 to Form S-4 filed on January 6, 2021, which is incorporated by reference. |
| Remarks: |
| As previously disclosed in Atalan Capital Partners, LP's Form 4 with respect to the Issuer filed on February 8, 2021, these securities are indirectly beneficially owned by Atalan GP, LLC and David R. Thomas. |
| Atalan GP, LLC, By: /s/ David R. Thomas, Name: David R. Thomas, Title: Managing Member | 02/16/2021 | |
| David R. Thomas, By: /s/ David R. Thomas | 02/16/2021 | |
| ** 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 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. | ||
