| 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). | |||||||||||||||||
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) 03/05/2021 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Notional Derivative Agreements (obligation to sell)(3) | (3) | 03/05/2021 | J/K(3) | 1(3) | (3) | (3) | Class A Common Stock | 25,000 | (3) | 1(3) | I | See footnotes(1)(2) | |||
| Notional Derivative Agreements (obligation to sell)(4) | (4) | 03/08/2021 | J/K(4) | 1(4) | (4) | (4) | Class A Common Stock | 100,000 | (4) | 1(4) | I | See footnotes(1)(2) | |||
| Notional Derivative Agreements (obligation to sell)(5) | (5) | 03/09/2021 | J/K(5) | 1(5) | (5) | (5) | Class A Common Stock | 175,000 | (5) | 1(5) | I | See footnotes(1)(2) | |||
| Explanation of Responses: |
| 1. This Form 4 is being filed by Elliott Investment Management L.P., a Delaware limited partnership ("EIM" or the "Reporting Person"), the investment manager of Elliott Associates, L.P., a Delaware limited partnership ("Elliott") and Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International" and together with Elliott, the "Elliott Funds"), with respect to securities held by the Elliott Funds and/or their respective subsidiaries. |
| 2. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| 3. The Elliott Funds entered into certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $8.97. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of March 5, 2023. |
| 4. The Elliott Funds entered into certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $9.25. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of March 8, 2023 |
| 5. The Elliott Funds entered into certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $9.70. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of March 9, 2023. |
| Elliott Investment Management L.P. /s/ Elliot Greenberg, Vice President | 03/09/2021 | |
| ** 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 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. | ||