Insight Holdings Group, LLC - Jun 8, 2021 Form 4 Insider Report for E2open Parent Holdings, Inc. (ETWO)

Role
Director, 10%+ Owner
Signature
Insight Holdings Group, LLC, its Authorized Signatory, /s/ Andrew Prodromos
Stock symbol
ETWO
Transactions as of
Jun 8, 2021
Transactions value $
$0
Form type
4
Date filed
6/11/2021, 09:53 PM
Next filing
Jun 9, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ETWO Class A Common Stock Conversion of derivative security +847K +11.25% 8.37M Jun 8, 2021 See footnote F1, F2, F3
transaction ETWO Class A Common Stock Conversion of derivative security +181K +11.25% 1.78M Jun 8, 2021 See footnote F1, F2, F4
transaction ETWO Class A Common Stock Conversion of derivative security +527K +11.25% 5.21M Jun 8, 2021 See footnote F1, F2, F5
transaction ETWO Class A Common Stock Conversion of derivative security +484K +11.25% 4.79M Jun 8, 2021 See footnote F1, F2, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ETWO Common Units Conversion of derivative security $0 +2.99M +11.25% $0.00 29.6M Jun 8, 2021 Class A Common Stock 2.99M See footnote F1, F2, F7
transaction ETWO Series 1 Restricted Common Units Conversion of derivative security $0 -2.99M -100% $0.00* 0 Jun 8, 2021 Class A Common Stock 2.99M See footnote F1, F2, F7
transaction ETWO Series B-1 Common Stock Conversion of derivative security $0 -847K -100% $0.00* 0 Jun 8, 2021 Class A Common Stock 847K See footnote F1, F2, F3
transaction ETWO Series B-1 Common Stock Conversion of derivative security $0 -181K -100% $0.00* 0 Jun 8, 2021 Class A Common Stock 181K See footnote F1, F2, F4
transaction ETWO Series B-1 Common Stock Conversion of derivative security $0 -527K -100% $0.00* 0 Jun 8, 2021 Class A Common Stock 527K See footnote F1, F2, F5
transaction ETWO Series B-1 Common Stock Conversion of derivative security $0 -484K -100% $0.00* 0 Jun 8, 2021 Class A Common Stock 484K See footnote F1, F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Series B-1 Common Stock and the Series 1 Restricted Common Units automatically converted, without any action by the holder, into Class A Common Stock and Common Units, respectively, on a one-for-one basis on June 8, 2021, the first day following the issuance of the Series B-1 Common Stock and the Series 1 Restricted Common Units on which the volume weighted average price of the Class A Common Stock is equal to at least $13.50 (subject to adjustment for certain events) for five consecutive trading days.
F2 See Exhibit 99.1 for Joint Filer information.
F3 Held directly by Insight Venture Partners (Cayman) IX, L.P.
F4 Held directly by Insight Venture Partners (Delaware) IX, L.P.
F5 Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P.
F6 Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P.
F7 Held directly by Insight E2open Aggregator, LLC

Remarks:

Ryan M. Hinkle, who serves as a Managing Director of Insight Partners, an affiliate of the Reporting Persons, serves as a director of the Issuer. Pursuant to the terms of that certain Investor Rights Agreement, dated as of February 4, 2021, by and among the Issuer, certain of the Reporting Persons, and the other parties thereto, Insight E2open Aggregator, LLC, on behalf of itself and certain of the other Reporting Persons, has the right to nominate for election three board members of the Issuer, and Insight E2open Aggregator, LLC nominated Mr. Hinkle as a board member. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Insight E2open Aggregator, LLC may be deemed a director by deputization with respect to the Issuer on the basis of Mr. Hinkle serving on the Issuer board of directors. This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. The second Form 4 was filed by the designated filer Insight Venture Associates IX, Ltd. Exhibit List Exhibit 99.1 - Joint Filers' Signatures Exhibit 99.2 - Joint Filer Information