Insight Holdings Group, LLC - Jul 6, 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
Jul 6, 2021
Transactions value $
$0
Form type
4
Date filed
7/8/2021, 09:57 PM
Previous filing
Jul 6, 2021
Next filing
Sep 23, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ETWO Class A Common Stock Other +20.6K +0.25% 8.39M Jul 6, 2021 See footnote F1, F2, F3
transaction ETWO Class A Common Stock Other +4.39K +0.25% 1.79M Jul 6, 2021 See footnote F1, F2, F4
transaction ETWO Class A Common Stock Other +12.8K +0.25% 5.22M Jul 6, 2021 See footnote F1, F2, F5
transaction ETWO Class A Common Stock Other +11.8K +0.25% 4.8M Jul 6, 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 Other +72.6K +0.25% 29.6M Jul 6, 2021 Class A Common Stock 72.6K See footnote F2, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities were issued pursuant to Section 3.5 of 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, which section provides for the post-closing adjustment of consideration issued to various individuals as part of the merger transaction.
F2 See Exhibit 99.2 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 These Common Units represent non-voting limited liability company interests in E2open Holdings subject to the terms of the Third Amended and Restated Limited Liability Company Agreement of E2open Holdings (the "LLC Agreement"). Beginning on August 4, 2021, these Common Units (together with the same number of shares of Class V common stock of the Issuer, which provide no economic rights in the Issuer but entitle the holder thereof to one vote per share of Class V common stock) may be exchanged at the discretion of the holder once per calendar quarter (subject to certain limitations set forth in the LLC Agreement) for shares of Class A common stock of the Issuer on a one-for-one basis (or the cash value thereof, at the election of the Issuer).
F8 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