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^*

Elliott Investment Management L.P.

(Last)

(First)

(Middle)

PHILLIPS POINT, EAST TOWER

777 SOUTH FLAGER DRIVE, SUITE 1000

(Street)

WEST PALM BEACH

33401

(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)

Director	X	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)

X	Form filed by One Reporting Person
	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)
Class A Common Stock	25,171,131	I	See footnotes⁽¹⁾⁽²⁾

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)
Series B-1 Common Stock	⁽³⁾	⁽³⁾	Class A Common Stock	2,802,444	⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾
Series B-2 Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,681,466	⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾

Explanation of Responses:

1. This Form 3 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 Series B-1 Common Stock automatically converts, without any action by the holder, into Class A Common Stock on a one-for-one basis on the first day 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.

4. The Series B-2 Common Stock automatically converts, without any action by the holder, into Class A Common Stock on a one-for-one basis on the first day on which the volume weighted average price of the Class A Common Stock is equal to at least $15.00 (subject to adjustment for certain events) for twenty consecutive trading days.

	Elliott Investment Management L.P., /s/ Elliot Greenberg, Vice President	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).
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