Andrew M. Appel - Feb 12, 2024 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: Feb 12, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/14/2024, 07:43 PM
Previous filing: Nov 13, 2023
Next filing: Mar 5, 2024

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	Award	$0	+288K		$0.00	288K	Feb 12, 2024	Class A Common Stock	288K		Direct	F1, F2
transaction	ETWO	Restricted Stock Units	Award	$0	+1.5M		$0.00	1.5M	Feb 12, 2024	Class A Common Stock	1.5M		Direct	F1, F3
transaction	ETWO	Stock Option	Award	$0	+1.7M		$0.00	1.7M	Feb 12, 2024	Class A Common Stock	1.7M	$4.11	Direct	F4
transaction	ETWO	Restricted Stock Units	Award	$0	+1.5M		$0.00	1.5M	Feb 12, 2024	Class A Common Stock	1.5M		Direct	F1, F5
transaction	ETWO	Stock Option	Award	$0	+3.4M		$0.00	3.4M	Feb 12, 2024	Class A Common Stock	3.4M	$4.11	Direct	F6

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of ETWO common stock.
F2	Represents an award of restricted stock units ("RSUs") to Mr. Appel upon being appointed Chief Executive Officer of E2open Parent Holdings, Inc. (the "Issuer"). The award shall vest on February 12, 2025, so long as Mr. Appel 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.
F3	Represents an award of restricted stock units ("RSUs") to Mr. Appel upon being appointed Chief Executive Officer of E2open Parent Holdings, Inc. The award shall vest as follows: (i) one-third (1/3rd) of the award will vest on February 12, 2025, and (ii) the remaining portion of the award will vest during the two (2)-year period commencing on February 12, 2025 in substantially equal installments at the end of each quarter during such period, in each case, subject to continued employment or other service with the company. Each RSU represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration.
F4	The options will vest one-third (1/3rd) on February 12, 2025, and two-thirds (2/3rds) will vest equally on each three-month anniversary thereafter for two years with the last vesting occurring on February 12, 2027, subject to continued employment with E2open.
F5	This performance-based restricted stock unit award will performance vest through the three-year period beginning on the date of grant, subject to the achievement of certain stock price goals (ranging from $3.50 to $15.00). Mr. Appel may earn up to 200% of the number of performance-based restricted stock units granted, depending on the level of achievement, with above 100% achievement beginning once the stock price reaches $9.50 for twenty (20) out of thirty (30) consecutive trading days. Performance-vested units will be deferred and delivered in shares of common stock upon achievement of the time-vesting portion of the award. The RSUs will time-vest as follows: (i) one-third will time-vest on the first anniversary of the date of grant, and (ii) the remaining portion of the RSUs will time-vest during the two-year period commencing as of 2/12/2025 in substantially equal installments at the end of each quarter during such period through February 12, 2027.
F6	This performance-based option award will performance vest through the three-year period beginning February 12, 2024, subject to the achievement of stock price goals (ranging from $3.50 to $15.00). Mr. Appel may earn between zero and 3,400,000 options, with target at 1,700,000, depending on the level of achievement, with above target achievement beginning once the stock price reaches $9.50 for twenty (20) out of thirty (30) consecutive trading days. Performance-vested options will be fully vested and exercisable upon achievement of the time-vesting portion of the award. The options will time-vest as follows: (i) one-third will time-vest on 2/12/2025, and (ii) the remaining portion of the option will time-vest during the two-year period commencing as of 2/12/2025 in substantially equal installments at the end of each quarter during such period through February 12, 2027.