SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Insight Venture Associates IX, Ltd.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS, 1114 AVENUE

OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/08/2021		C		846,693	A	⁽¹⁾	8,371,108	I	See footnote⁽²⁾⁽³⁾
Class A Common Stock	06/08/2021		C		180,542	A	⁽¹⁾	1,784,988	I	See footnote⁽²⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	⁽¹⁾	06/08/2021		C		2,989,422		⁽¹⁾	⁽¹⁾	Class A Common Stock	2,989,422	$0	29,555,888	I	See footnote⁽²⁾⁽⁵⁾
Series 1 Restricted Common Units	⁽¹⁾	06/08/2021		C			2,989,422	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,989,422	$0	0	I	See footnote⁽²⁾⁽⁵⁾
Series B-1 Common Stock	⁽¹⁾	06/08/2021		C			846,693	⁽¹⁾	⁽¹⁾	Class A Common Stock	846,693	$0	0	I	See footnote⁽²⁾⁽³⁾
Series B-1 Common Stock	⁽¹⁾	06/08/2021		C			180,542	⁽¹⁾	⁽¹⁾	Class A Common Stock	180,542	$0	0	I	See footnote⁽²⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Insight Venture Associates IX, Ltd.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS, 1114 AVENUE

OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Associates IX, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS, 1114 AVENUE

OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners IX, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS, 1114 AVENUE

OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

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

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS, 1114 AVENUE

OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners (Cayman) IX, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS, 1114 AVENUE

OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners (Delaware) IX, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS, 1114 AVENUE

OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight E2open Aggregator, LLC

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS, 1114 AVENUE

OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Series B-1 Common Stock and the Series 1 Restricted Common Units automatically converted, without any action by the holder, into Class A Common Stock and Common Units, respectively, on a one-for-one basis on June 8, 2021, the first day following the issuance of the Series B-1 Common Stock and the Series 1 Restricted Common Units on which the volume weighted average price of the Class A Common Stock is equal to at least $13.50 (subject to adjustment for certain events) for five consecutive trading days.

2. See Exhibit 99.1 for Joint Filer information.

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

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

5. Held directly by Insight E2open Aggregator, LLC

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 second 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. The first Forms 4 was filed by the designated filer Insight Holdings Group, LLC. Exhibit List Exhibit 99.1 - Joint Filers' Signatures Exhibit 99.2 - Joint Filer Information

	INSIGHT VENTURE ASSOCIATES IX, LTD. By: /s/Andrew Prodromos Name: Andrew Prodromos Title: Attorney-in-Fact	06/10/2021
	** 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.