SEC Form 3 filed by Llc Group, Holdings Insight

2/12/21 5:28:43 PM ET

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2021

3. Issuer Name and Ticker or Trading Symbol
E2open Parent Holdings, Inc. [ ETWO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	⁽¹⁾⁽²⁾	⁽²⁾	Class A common stock	26,566,466	⁽²⁾	I	See footnotes⁽³⁾⁽⁴⁾
Series 1 Restricted Common Units	⁽¹⁾⁽⁵⁾	⁽⁵⁾	Class A common stock	2,989,422	⁽⁵⁾	I	See footnotes⁽³⁾⁽⁴⁾
Series 2 Restricted Common Units	⁽¹⁾⁽⁶⁾	⁽⁶⁾	Class A common stock	1,793,653	⁽⁶⁾	I	See footnotes⁽³⁾⁽⁴⁾
Series B-1 common stock	⁽¹⁾⁽⁷⁾	⁽⁷⁾	Class A common stock	846,693	⁽⁷⁾	I	See footnotes⁽³⁾⁽⁸⁾
Series B-2 common stock	⁽¹⁾⁽⁹⁾	⁽⁹⁾	Class A common stock	508,016	⁽⁹⁾	I	See footnotes⁽³⁾⁽⁸⁾
Series B-1 common stock	⁽¹⁾⁽⁷⁾	⁽⁷⁾	Class A common stock	180,542	⁽⁷⁾	I	See footnotes⁽³⁾⁽¹⁰⁾
Series B-2 common stock	⁽¹⁾⁽⁹⁾	⁽⁹⁾	Class A common stock	108,325	⁽⁹⁾	I	See footnotes⁽³⁾⁽¹⁰⁾
Series B-1 common stock	⁽¹⁾⁽⁷⁾	⁽⁷⁾	Class A common stock	526,768	⁽⁷⁾	I	See footnotes⁽³⁾⁽¹¹⁾
Series B-2 common stock	⁽¹⁾⁽⁹⁾	⁽⁹⁾	Class A common stock	316,060	⁽⁹⁾	I	See footnotes⁽³⁾⁽¹¹⁾
Series B-1 common stock	⁽¹⁾⁽⁷⁾	⁽⁷⁾	Class A common stock	484,365	⁽⁷⁾	I	See footnotes⁽³⁾⁽¹²⁾
Series B-2 common stock	⁽¹⁾⁽⁹⁾	⁽⁹⁾	Class A common stock	290,619	⁽⁹⁾	I	See footnotes⁽³⁾⁽¹²⁾

1. Name and Address of Reporting Person^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P.

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICA, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Associates Growth-Buyout Coinvestment, L.P.

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners IX (Co-Investors), L.P.

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICA, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners IX, L.P.

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICA, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Associates IX, L.P.

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Associates Growth-Buyout Coinvestment Ltd.

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P.

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICA, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Associates IX, Ltd.

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICA, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities were issued pursuant to 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.

2. 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).

3. See Exhibit 99.1 for Joint Filer information.

4. Held directly by Insight E2open Aggregator, LLC

5. 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 will vest 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.

6. These Series 2 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 2 Restricted Common Unit will vest on the first day on which the 20-day volume weighted average price of the Class A common stock is equal to at least $15.00, or upon certain change in control events specified in the LLC Agreement. Upon, vesting, each Series 2 Restricted Common Unit will convert automatically into one Common Unit.

7. These shares of Series B-1 common stock represent unvested, non-voting restricted common stock of the Issuer. Each share of Series B-1 common stock will vest 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 share of Series B-1 common stock will convert automatically into one share of Class A common stock.

8. Held directly by Insight Venture Partners (Cayman) IX, L.P.

9. These shares of Series B-2 common stock represent unvested, non-voting restricted common stock of the Issuer. Each share of Series B-2 common stock will vest on the first day on which the 20-day volume weighted average price of the Class A common stock is equal to at least $15.00, or upon certain change in control events specified in the LLC Agreement. Upon, vesting, each share of Series B-2 common stock will convert automatically into one share of Class A common stock.

10. Held directly by Insight Venture Partners (Delaware) IX, L.P.

11. Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P.

12. Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P.

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 3 is the first of two Forms 3 filed relating to the same event. The Form 3 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 3 to a maximum of 10 reporting persons. Each Form 3 is filed by Designated Filer, Insight Holdings Group, LLC.

	/s/ Andrew Prodromos, as Attorney-in-Fact, for Insight Holdings Group, LLC	02/12/2021
	** 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 5 (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.

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Table I - Non-Derivative Securities Beneficially Owned

1. Title of Security (Instr. 4)

2. Amount of Securities Beneficially Owned (Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)

2. Date Exercisable and Expiration Date (Month/Day/Year)

3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)

4. Conversion or Exercise Price of Derivative Security

5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

6. Nature of Indirect Beneficial Ownership (Instr. 5)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Units

⁽¹⁾⁽²⁾

⁽²⁾

Class A common stock

26,566,466

⁽²⁾

See footnotes⁽³⁾⁽⁴⁾

Series 1 Restricted Common Units

⁽¹⁾⁽⁵⁾

⁽⁵⁾

Class A common stock

2,989,422

⁽⁵⁾

See footnotes⁽³⁾⁽⁴⁾

Series 2 Restricted Common Units

⁽¹⁾⁽⁶⁾

⁽⁶⁾

Class A common stock

1,793,653

⁽⁶⁾

See footnotes⁽³⁾⁽⁴⁾

Series B-1 common stock

⁽¹⁾⁽⁷⁾

⁽⁷⁾

Class A common stock

846,693

⁽⁷⁾

See footnotes⁽³⁾⁽⁸⁾

Series B-2 common stock

⁽¹⁾⁽⁹⁾

⁽⁹⁾

Class A common stock

508,016

⁽⁹⁾

See footnotes⁽³⁾⁽⁸⁾

Series B-1 common stock

⁽¹⁾⁽⁷⁾

⁽⁷⁾

Class A common stock

180,542

⁽⁷⁾

See footnotes⁽³⁾⁽¹⁰⁾

Series B-2 common stock

⁽¹⁾⁽⁹⁾

⁽⁹⁾

Class A common stock

108,325

⁽⁹⁾

See footnotes⁽³⁾⁽¹⁰⁾

Series B-1 common stock

⁽¹⁾⁽⁷⁾

⁽⁷⁾

Class A common stock

526,768

⁽⁷⁾

See footnotes⁽³⁾⁽¹¹⁾

Series B-2 common stock

⁽¹⁾⁽⁹⁾

⁽⁹⁾

Class A common stock

316,060

⁽⁹⁾

See footnotes⁽³⁾⁽¹¹⁾

Series B-1 common stock

⁽¹⁾⁽⁷⁾

⁽⁷⁾

Class A common stock

484,365

⁽⁷⁾

See footnotes⁽³⁾⁽¹²⁾

Series B-2 common stock

⁽¹⁾⁽⁹⁾

⁽⁹⁾

Class A common stock

290,619

⁽⁹⁾

See footnotes⁽³⁾⁽¹²⁾

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SEC Filings

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