0001193125-15-073648.txt : 20150302 0001193125-15-073648.hdr.sgml : 20150302 20150302171752 ACCESSION NUMBER: 0001193125-15-073648 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150302 DATE AS OF CHANGE: 20150302 GROUP MEMBERS: EAGLE ACQUISITION SUB, CORP. GROUP MEMBERS: EAGLE PARENT HOLDINGS, LLC GROUP MEMBERS: INSIGHT HOLDINGS GROUP, LLC GROUP MEMBERS: INSIGHT VENTURE ASSOCIATES IX, L.P. GROUP MEMBERS: INSIGHT VENTURE ASSOCIATES IX, LTD. GROUP MEMBERS: INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P. GROUP MEMBERS: INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P. GROUP MEMBERS: INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: E2open Inc CENTRAL INDEX KEY: 0001540400 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943366487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87198 FILM NUMBER: 15665913 BUSINESS ADDRESS: STREET 1: 4100 EAST THIRD AVENUE, SUITE 400 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 650-645-6500 MAIL ADDRESS: STREET 1: 4100 EAST THIRD AVENUE, SUITE 400 CITY: FOSTER CITY STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Insight Venture Partners IX, L.P. CENTRAL INDEX KEY: 0001629398 IRS NUMBER: 981198338 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13D/A 1 d884623dsc13da.htm AMENDMENT NO.1 TO SCHEDULE 13D Amendment No.1 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

E2open, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

29788A104

(CUSIP Number)

Blair Flicker, Esq.

c/o Insight Venture Partners

1114 Avenue of the Americas, 36th Floor

New York, NY 10036

(212) 230-9200

With a copy to:

Gordon R. Caplan, Esq.

Morgan D. Elwyn, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 26, 2015

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ¨

 

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


AMENDMENT NO. 1

TO SCHEDULE 13D

CUSIP No.       29788A104

 

  1 

NAMES OF REPORTING PERSONS

 

Eagle Parent Holdings, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO (See Item 3)

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7     

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

3,987,295 (see Item 5)

  9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,987,295 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,987,295 (see Item 5)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.6% (see Item 5) (based on 29,320,462 shares of Common Stock outstanding as of February 25, 2015)

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO


AMENDMENT NO. 1

TO SCHEDULE 13D

CUSIP No.       29788A104

 

  1 

NAMES OF REPORTING PERSONS

 

Eagle Acquisition Sub, Corp.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO (See Item 3)

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7     

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

3,987,295 (see Item 5)

  9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,987,295 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,987,295 (see Item 5)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.6% (see Item 5) (based on 29,320,462 shares of Common Stock outstanding as of February 25, 2015)

14

TYPE OF REPORTING PERSON (See Instructions)

 

CO


AMENDMENT NO. 1

TO SCHEDULE 13D

CUSIP No.       29788A104

 

  1 

NAMES OF REPORTING PERSONS

 

Insight Venture Partners IX, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO (See Item 3)

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7     

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

3,987,295 (see Item 5)

  9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,987,295 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,987,295 (see Item 5)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.6% (see Item 5) (based on 29,320,462 shares of Common Stock outstanding as of February 25, 2015)

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN


AMENDMENT NO. 1

TO SCHEDULE 13D

CUSIP No.       29788A104

 

  1 

NAMES OF REPORTING PERSONS

 

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

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO (See Item 3)

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7     

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

3,987,295 (see Item 5)

  9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,987,295 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,987,295 (see Item 5)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.6% (see Item 5) (based on 29,320,462 shares of Common Stock outstanding as of February 25, 2015)

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN


AMENDMENT NO. 1

TO SCHEDULE 13D

CUSIP No.       29788A104

 

  1 

NAMES OF REPORTING PERSONS

 

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

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO (See Item 3)

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7     

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

3,987,295 (see Item 5)

  9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,987,295 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,987,295 (see Item 5)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.6% (see Item 5) (based on 29,320,462 shares of Common Stock outstanding as of February 25, 2015)

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN


AMENDMENT NO. 1

TO SCHEDULE 13D

CUSIP No.       29788A104

 

  1 

NAMES OF REPORTING PERSONS

 

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

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO (See Item 3)

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7     

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

3,987,295 (see Item 5)

  9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,987,295 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,987,295 (see Item 5)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.6% (see Item 5) (based on 29,320,462 shares of Common Stock outstanding as of February 25, 2015)

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN


AMENDMENT NO. 1

TO SCHEDULE 13D

CUSIP No.       29788A104

 

  1 

NAMES OF REPORTING PERSONS

 

Insight Venture Associates IX, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO (See Item 3)

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7     

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

3,987,295 (see Item 5)

  9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,987,295 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,987,295 (see Item 5)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.6% (see Item 5) (based on 29,320,462 shares of Common Stock outstanding as of February 25, 2015)

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN


AMENDMENT NO. 1

TO SCHEDULE 13D

CUSIP No.       29788A104

 

  1 

NAMES OF REPORTING PERSONS

 

Insight Venture Associates IX, Ltd.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO (See Item 3)

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7     

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

3,987,295 (see Item 5)

  9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,987,295 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,987,295 (see Item 5)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.6% (see Item 5) (based on 29,320,462 shares of Common Stock outstanding as of February 25, 2015)

14

TYPE OF REPORTING PERSON (See Instructions)

 

CO


AMENDMENT NO. 1

TO SCHEDULE 13D

CUSIP No.       29788A104

 

  1 

NAMES OF REPORTING PERSONS

 

Insight Holdings Group, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO (See Item 3)

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7     

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

3,987,295 (see Item 5)

  9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,987,295 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,987,295 (see Item 5)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.6% (see Item 5) (based on 29,320,462 shares of Common Stock outstanding as of February 25, 2015)

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO


This Amendment No.1 to Schedule 13D (this “Statement”) is being filed on behalf of the undersigned to amend the Schedule 13D (the “Schedule 13D”), which was originally filed on February 17, 2015. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

 

Item 2. Identity and Background.

Item 2 of the Statement is hereby amended and restated in its entirety as follows:

 

(a) This Statement is being filed jointly on behalf of (i) Eagle Parent Holdings, LLC, a Delaware limited liability company (“Parent”), (ii) Eagle Acquisition Sub, Corp., a Delaware corporation (“Acquisition Sub”), (iii) Insight Venture Partners IX, L.P., a Cayman Islands exempted limited partnership (“IVP”), (iv) Insight Venture Partners IX (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Invest”), (v) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman”), (vi) Insight Venture Partners (Delaware) IX, L.P., a Delaware limited partnership (“IVP Delaware” and together with IVP, IVP Co-Invest and IVP Cayman, the “Insight IX Funds”), (vii) Insight Venture Associates IX, L.P., a Cayman Islands exempted limited partnership (“IVA”), (viii) Insight Venture Associates IX, Ltd., a Cayman Islands exempted company (“IVA Ltd.”), and (ix) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings” and together with Parent, Acquisition Sub, the Insight IX Funds, IVA, and IVA Ltd., the “Reporting Persons”). The general partner of each of the Insight IX Funds is IVA, whose general partner is IVA Ltd. The sole shareholder of IVA Ltd. is Holdings, which is managed by a five (5) person Board of Managers.

Schedule I hereto, with respect to Parent, Schedule II hereto, with respect to Acquisition Sub, Schedule III hereto, with respect to IVA Ltd., and Schedule IV hereto, with respect to Holdings, sets forth lists of all the directors/managers and executive officers or persons holding equivalent positions (the “Scheduled Persons”) of each such Reporting Person.

The Reporting Persons have entered into an Amended and Restated Joint Filing Agreement, dated February 27, 2015, a copy of which is attached as Exhibit 99.1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d–1(k)(1) of the Act.

 

(b) The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th floor, New York, NY 10036. Schedule I, Schedule II, Schedule III and Schedule IV hereto set forth the principal business address of each Scheduled Person.

 

(c) The principal business of each of the Insight IX Funds is making private equity and related investments. The principal business of IVA is acting as the general partner of the Insight IX Funds. The principal business of IVA Ltd. is acting as the general partner of IVA and other affiliated entities. The principal business of Holdings is acting as the shareholder of IVA Ltd. and other affiliated entities. Parent and Acquisition Sub are newly formed entities organized by the Insight IX Funds for the purpose of acquiring all of the issued and outstanding shares of the Common Stock and consummating the transactions contemplated by the Merger Agreement (as defined below in Item 4). As of the Effective Time (as defined in the Merger Agreement), it is expected that Parent will be owned by: (i) IVP, holding 48.87% of Parent’s membership interests, (ii) IVP Co-Invest, holding 0.82% of Parent’s membership interests, (iii) IVP Cayman, holding 20.87% of Parent’s membership interests, (iv) IVP Delaware, holding 4.44% of Parent’s membership interests and (v) Manchester Securities Corp., a New York corporation (“Manchester”), an affiliate of Elliott Management Corporation, holding 25.00% of Parent’s membership interests. Under each of their respective commitment letters pursuant to which the Cayman Insight Funds and Manchester committed equity financing to Parent in connection with the transactions contemplated by the Merger Agreement, each Cayman Insight Fund may allocate or assign all or a portion of its respective portion of such financing to any third party, while Elliott may allocate or assign all or a portion of its portion of such financing to one or more affiliates, which allocation or assignment would adjust the percentage ownership of Parent effective as of the closing of such transactions indicated in the immediately preceding sentence. Acquisition Sub is a wholly owned subsidiary of Parent. Schedule I, Schedule II, Schedule III and Schedule IV hereto set forth the principal occupation or employment of each Scheduled Person.


(d) During the last five years, none of the Reporting Persons nor any of the Scheduled Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, none of the Reporting Persons nor any of the Scheduled Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

 

(f) Parent, Acquisition Sub, Holdings and IVP Delaware are organized under the laws of the State of Delaware. IVP, IVP Co-Invest, IVP Cayman, IVA and IVA Ltd. are organized under the laws of the Cayman Islands. Schedule I, Schedule II, Schedule III and Schedule IV hereto set forth the citizenship of each Scheduled Person.

 

Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and restated in its entirety as follows:

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into an Amended and Restated Joint Filing Agreement, attached hereto as Exhibit 99.1 and incorporated by reference herein, with respect to the joint filing of this Statement and any amendments thereto.

The information set forth, or incorporated by reference, in Item 3 through 5 of this Statement is hereby incorporated by reference into this Item 6. Except as described herein, there are no contracts, arrangements, undertakings or relationships (legal or otherwise) among the persons named in Item 2 above or between such persons and any other person with respect to any securities of the Company.

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit 99.1 Amended and Restated Joint Filing Agreement, dated February 27, 2015, by and between the Reporting Persons.


SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 2, 2015 EAGLE PARENT HOLDINGS, LLC
By:

/s/ Blair Flicker

Name: Blair Flicker
Title: Secretary
Dated: March 2, 2015 EAGLE ACQUISITION SUB, CORP.
By:

/s/ Blair Flicker

Name: Blair Flicker
Title: Secretary
Dated: March 2, 2015 INSIGHT VENTURE PARTNERS IX, L.P.
By: Insight Venture Associates IX, L.P.
Its: General Partner
By: Insight Venture Associates IX, Ltd.
Its: General Partner
By:

/s/ Blair Flicker

Name: Blair Flicker
Title: Authorized Officer
Dated: March 2, 2015 INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P.
By: Insight Venture Associates IX, L.P.
Its: General Partner
By: Insight Venture Associates IX, Ltd.
Its: General Partner
By:

/s/ Blair Flicker

Name: Blair Flicker
Title: Authorized Officer


Dated: March 2, 2015 INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P.
By: Insight Venture Associates IX, L.P.
Its: General Partner
By: Insight Venture Associates IX, Ltd.
Its: General Partner
By:

/s/ Blair Flicker

Name: Blair Flicker
Title: Authorized Officer
Dated: March 2, 2015 INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P.
By: Insight Venture Associates IX, L.P.
Its: General Partner
By: Insight Venture Associates IX, Ltd.
Its: General Partner
By:

/s/ Blair Flicker

Name: Blair Flicker
Title: Authorized Officer
Dated: March 2, 2015 INSIGHT VENTURE ASSOCIATES IX, L.P.
By: Insight Venture Associates IX, Ltd.
Its: General Partner
By:

/s/ Blair Flicker

Name: Blair Flicker
Title: Authorized Officer
Dated: March 2, 2015 INSIGHT VENTURE ASSOCIATES IX, LTD.
By:

/s/ Blair Flicker

Name: Blair Flicker
Title: Authorized Officer
Dated: March 2, 2015 INSIGHT HOLDINGS GROUP, LLC
By:

/s/ Blair Flicker

Name: Blair Flicker
Title: Secretary


SCHEDULE I

Eagle Parent Holdings, LLC

 

Name and Position of

Officer/Manager

 

Principal Business

Address

 

Principal Occupation or

Employment

  Citizenship
Insight Venture Partners IX, L.P., member   1114 Avenue of the Americas, 36th floor, New York, NY 10036   n/a   USA
Insight Venture Partners IX (Co-Investors), L.P., member   1114 Avenue of the Americas, 36th floor, New York, NY 10036   n/a   USA
Insight Venture Partners (Cayman) IX, L.P., member   1114 Avenue of the Americas, 36th floor, New York, NY 10036   n/a   USA
Insight Venture Partners (Delaware) IX, L.P., member   1114 Avenue of the Americas, 36th floor, New York, NY 10036   n/a   USA
Deven Parekh, Director   1114 Avenue of the Americas, 36th floor, New York, NY 10036   Managing Director of Insight Venture Partners   USA
Ryan Hinkle, Director   1114 Avenue of the Americas, 36th floor, New York, NY 10036   Managing Director of Insight Venture Partners   USA
Ross Devor, Director and Vice President   1114 Avenue of the Americas, 36th floor, New York, NY 10036   Principal of Insight Venture Partners   USA
Mark Lessing, President   1114 Avenue of the Americas, 36th floor, New York, NY 10036   Chief Financial Officer and Managing Director of Insight Venture Partners   USA
Blair Flicker, Secretary   1114 Avenue of the Americas, 36th floor, New York, NY 10036   General Counsel and Managing Director of Insight Venture Partners   USA


SCHEDULE II

Eagle Acquisition Sub, Corp.

 

Name and Position of

Officer/Director

 

Principal Business

Address

 

Principal Occupation or

Employment

 

Citizenship

Deven Parekh, Director   1114 Avenue of the Americas, 36th floor, New York, NY 10036   Managing Director of Insight Venture Partners   USA
Ryan Hinkle, Director   1114 Avenue of the Americas, 36th floor, New York, NY 10036   Managing Director of Insight Venture Partners   USA
Ross Devor, Director and Vice President   1114 Avenue of the Americas, 36th floor, New York, NY 10036   Principal of Insight Venture Partners   USA
Mark Lessing, President   1114 Avenue of the Americas, 36th floor, New York, NY 10036   Chief Financial Officer and Managing Director of Insight Venture Partners   USA
Blair Flicker, Secretary   1114 Avenue of the Americas, 36th floor, New York, NY 10036   General Counsel and Managing Director of Insight Venture Partners   USA


SCHEDULE III

Insight Venture Associates IX, Ltd.

 

Name and Position of Officer or

Director

 

Principal Business Address

 

Principal Occupation or

Employment

 

Citizenship

Jeffrey Horing, Director, Authorized Officer  

1114 Avenue of the Americas, 36th floor, New York,

NY 10036

 

Managing Director of

Insight Venture Partners

  USA
Blair Flicker, Alternate Director, General Counsel, Vice President, Authorized Officer  

1114 Avenue of the Americas, 36th floor, New York,

NY 10036

 

General Counsel and

Managing Director of Insight Venture Partners

  USA
Deven Parekh, Authorized Officer, Vice President  

1114 Avenue of the Americas, 36th floor, New York,

NY 10036

  Managing Director of Insight Venture Partners   USA
Mark Lessing, Authorized Officer, Vice President, Chief Financial Officer  

1114 Avenue of the Americas, 36th floor, New York,

NY 10036

  Chief Financial Officer and Managing Director of Insight Venture Partners   USA
Eric Goldstein, Vice President  

1114 Avenue of the Americas, 36th floor, New York,

NY 10036

  Chief Compliance Officer and Deputy General Counsel of Insight Venture Partners   USA


SCHEDULE IV

Insight Holdings Group, LLC

 

Name and Position of Officer or

Director

 

Principal Business Address

 

Principal Occupation or

Employment

 

Citizenship

Jeffrey Horing, Manager  

1114 Avenue of the Americas, 36th floor, New York,

NY 10036

 

Managing Director of

Insight Venture Partners

  USA
Deven Parekh, Manager  

1114 Avenue of the Americas, 36th floor, New York,

NY 10036

 

Managing Director of

Insight Venture Partners

  USA
Peter Sobiloff, Manager  

1114 Avenue of the Americas, 36th floor, New York,

NY 10036

 

Managing Director of

Insight Venture Partners

  USA
Jeff Lieberman, Manager  

1114 Avenue of the Americas, 36th floor, New York,

NY 10036

 

Managing Director of

Insight Venture Partners

  USA
Michael Triplett, Manager  

1114 Avenue of the Americas, 36th floor, New York,

NY 10036

 

Managing Director of

Insight Venture Partners

  USA
Blair Flicker, Secretary  

1114 Avenue of the Americas, 36th floor, New York,

NY 10036

  General Counsel and Managing Director of Insight Venture Partners   USA
EX-99.1 2 d884623dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

AMENDED AND RESTATED JOINT FILING AGREEMENT

The undersigned acknowledge and agree that (a) this agreement shall supersede and replace that certain Joint Filing Agreement, dated as of February 11, 2015, by and among Eagle Parent Holdings, LLC, Eagle Acquisition Sub, Corp, Insight Venture Partners IX, L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners IX (Co-Investors), L.P., Insight Venture Associates IX, L.P., Insight Venture Associates IX, Ltd. and Insight Holdings Group, LLC and (b) the attached Amendment No.1 to Schedule 13D (the “Schedule 13D”) is filed on behalf of each of the undersigned and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

 

Dated: February 27, 2015 EAGLE PARENT HOLDINGS, LLC
By:

/s/ Blair Flicker

Name: Blair Flicker
Title: Secretary
Dated: February 27, 2015 EAGLE ACQUISITION SUB, CORP
By:

/s/ Blair Flicker

Name: Blair Flicker
Title: Secretary
Dated: February 27, 2015 INSIGHT VENTURE PARTNERS IX, L.P.
INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P.
INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P.
INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P.
By: Insight Venture Associates IX, L.P.,
its general partner
By: Insight Venture Associates IX, Ltd.,
its general partner
By:

/s/ Blair Flicker

Name: Blair Flicker
Title:   Authorized Officer
Dated: February 27, 2015 INSIGHT VENTURE ASSOCIATES IX, L.P.
By: Insight Venture Associates IX, Ltd.,
its general partner


By:

/s/ Blair Flicker

Name: Blair Flicker
Title:   Authorized Officer
Dated: February 27, 2015 INSIGHT VENTURE ASSOCIATES IX, LTD.
By:

/s/ Blair Flicker

Name: Blair Flicker
Title:   Authorized Officer
Dated: February 27, 2015 INSIGHT HOLDINGS GROUP, LLC
By:

/s/ Blair Flicker

Name:Blair Flicker
Title:   Secretary

 

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