Director Chu Chinh returned $29,011,541 worth of shares to the company (8,791,376 units at $3.30), closing all direct ownership in the company (SEC Form 4)
$ETWO
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
E2open Parent Holdings, Inc. [ ETWO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 08/03/2025 | D | 170,162 | D | $3.3(1)(2) | 0 | D | |||
| Class A Common Stock | 08/03/2025 | D | 17,912(3) | D | $3.3(1)(2) | 0 | I | By CC Capital Holdings LP(3) | ||
| Class A Common Stock | 08/03/2025 | D | 8,603,302(4) | D | $3.3(1)(2) | 0 | I | By CC NB Sponsor 1 Holdings LLC(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (5) | 08/03/2025 | D | 155,983(5)(6) | (1)(2)(5) | (1)(2)(5) | Class A Common Stock | (5) | (5) | 0 | I | By CC Capital Holdings LP(3)(6) | |||
| Warrant | (6) | 08/03/2025 | D | 5,140,000(7) | (1)(2)(7) | (1)(2)(7) | Class A Common Stock | (7) | (7) | 0 | I | By CC NB Sponsor 1 Holdings LLC(4)(7) | |||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 25, 2025, by and among E2open Parent Holdings, Inc., a Delaware corporation (the "Company"), E2open Holdings, LLC, a Delaware limited liability company ("Holdings"), WiseTech Global Limited, an Australian public company limited by shares ("Parent"), Emerald Parent Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Company Merger Sub") and Emerald Holdings Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Holdings Merger Sub"), Company Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (such merger, the "Company Merger") and Holdings Merger Sub merged with and into Holdings, with Holdings surviving as wholly owned subsidiary of Parent (such merger, the "Holdings Merger" and, together with the Company Merger, the "Mergers"), |
| 2. (Continued from footnote 1) and at the effective time of the Mergers (the "Effective Time") each issued and outstanding share of Class A common stock of the Company, par value $0.0001 per share (the "Class A Common Stock") owned by the reporting person (the "Reporting Person") were previously reported and vested, were cancelled and converted into the right to receive $3.30 per share in cash without interest thereon (the "Per Share Price"). |
| 3. The reported securities are held by CC Capital Holdings LP ("CC Holdings"). The Reporting Person controls CC Holdings and is therefore deemed to be the beneficial owner of such securities. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such Reporting Person is the beneficial owner of any securities covered by this Form 4. |
| 4. The reported securities are held by CC NB Sponsor 1 Holdings LLC ( "CC"). The Reporting Person controls CC and is therefore deemed to be the beneficial owner of such securities. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such Reporting Person is the beneficial owner of any securities covered by this Form 4. |
| 5. Pursuant to the Merger Agreement, each restricted stock unit of the Company was, at the Effective Time, automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Per Share Price and (ii) the total number of shares of Class A Common Stock subject to each such restricted stock unit as of immediately prior to the Effective Time. |
| 6. The Reporting Person, the Founder and Senior Managing Director of CC Capital, has no pecuniary interest in the securities reported herein and disclaims beneficial ownership of such securities. The Reporting Person holds the RSUs for the benefit, and at the direction, of CC Capital. |
| 7. The reported Company warrants, pursuant to the Merger Agreement and the Warrant Agreement, dated as of April 28, 2020, by and between the Company and the Company's warrant agent therein (the "Warrant Agreement"), became a Company warrant exercisable for the Per Share Price in accordance with the terms of the Warrant Agreement. If CC properly exercises its Company warrants within thirty (30) days following the public disclosure of the consummation of the Company Merger pursuant to a Current Report on Form 8-K filed with the SEC, the Warrant Price (as defined under the Warrant Agreement), with respect to such exercise shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Price (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined in the Warrant Agreement). |
| /s/ Chinh Chu | 08/05/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||