Laura Fese - May 21, 2022 Form 4 Insider Report for E2open Parent Holdings, Inc. (ETWO)

Role: General Counsel and Secretary
Signature: /s/ Jennifer S. Grafton by Power of Attorney
Stock symbol: ETWO
Transactions as of: May 21, 2022
Transactions value $: -$46,852
Form type: 4
Date filed: 5/24/2022, 04:20 PM
Previous filing: Apr 26, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ETWO	Class A Common Stock	Options Exercise		+12.3K	+11.63%		118K	May 21, 2022	Direct	F1
transaction	ETWO	Class A Common Stock	Tax liability	-$46.9K	-5.77K	-4.88%	$8.12	113K	May 23, 2022	Direct

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	Restricted Stock Units	Options Exercise		-12.3K	-25%		37K	May 21, 2022	Class A Common Stock	12.3K		Direct	F1
transaction	ETWO	Restricted Stock Units	Award	$0	+46.5K		$0.00	46.5K	May 21, 2022	Class A Common Stock	46.5K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Each restricted stock units represented a contingent right to receive a share of ETWO common stock upon achieving a fiscal year 2022 organic revenue growth metric. On April 25, 2022, the Compensation Committee determined that 144.7% of the original target had been achieved resulting in the issuance of an above-target number of restricted stock units. On May 21, 2022, the first quarter of the RSUs vested. The remaining 3/4s of the RSUs will vest on May 21, 2023, 2024 and 2025 subject to continued employment with E2open.
F2	Represents an annual award of restricted stock units ("RSUs") to the senior leaders (the "Annual Award") of E2open Parent Holdings, Inc. (the "Issuer"). The Annual Award shall vest ratably on May 21st of each of 2023, 2024 and 2025, so long as the Reporting Owner continues to provide services to the Issuer through such date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person following vesting.

Content

Each restricted stock units represented a contingent right to receive a share of ETWO common stock upon achieving a fiscal year 2022 organic revenue growth metric. On April 25, 2022, the Compensation Committee determined that 144.7% of the original target had been achieved resulting in the issuance of an above-target number of restricted stock units. On May 21, 2022, the first quarter of the RSUs vested. The remaining 3/4s of the RSUs will vest on May 21, 2023, 2024 and 2025 subject to continued employment with E2open.

Represents an annual award of restricted stock units ("RSUs") to the senior leaders (the "Annual Award") of E2open Parent Holdings, Inc. (the "Issuer"). The Annual Award shall vest ratably on May 21st of each of 2023, 2024 and 2025, so long as the Reporting Owner continues to provide services to the Issuer through such date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement for no consideration. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person following vesting.