Michael Farlekas - Jun 8, 2021 Form 4 Insider Report for E2open Parent Holdings, Inc. (ETWO)

Role: Chief Executive Officer, Director
Signature: /s/ Jennifer S. Grafton by Power of Attorney
Stock symbol: ETWO
Transactions as of: Jun 8, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/10/2021, 07:04 PM
Previous filing: May 25, 2021
Next filing: Jul 6, 2021

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	Series 1 Restricted Common Units	Conversion of derivative security		-268K	-100%		0	Jun 8, 2021	Common Units	268K		Direct	F1
transaction	ETWO	Common Units	Conversion of derivative security		+268K	+21.9%		1.49M	Jun 8, 2021	Class A Common Stock	268K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These Series 1 Restricted Common Units represent unvested, non-voting restricted limited liability company interests in E2open Holdings subject to the terms of the LLC Agreement. Each Series 1 Restricted Common Unit vests 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 LLC Agreement. Upon vesting, each Series 1 Restricted Common Unit will convert automatically into one Common Unit. On June 8, 2021, the 5-day volume weighted average price was greater than $13.50, resulting in the automatic conversion of the Series 1 Restricted Common Units into Common Units of E2open Holdings, LLC.
F2	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).

Content

These Series 1 Restricted Common Units represent unvested, non-voting restricted limited liability company interests in E2open Holdings subject to the terms of the LLC Agreement. Each Series 1 Restricted Common Unit vests 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 LLC Agreement. Upon vesting, each Series 1 Restricted Common Unit will convert automatically into one Common Unit. On June 8, 2021, the 5-day volume weighted average price was greater than $13.50, resulting in the automatic conversion of the Series 1 Restricted Common Units into Common Units of E2open Holdings, LLC.

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).