Statement of Changes in Beneficial Ownership (4)
30 March 2023 - 7:53AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
*
Neuberger Berman Group LLC |
2. Issuer Name and Ticker or Trading Symbol
E2open Parent Holdings, Inc.
[
ETWO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
See remarks. |
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(Last)
(First)
(Middle)
1290 AVENUE OF THE AMERICAS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/27/2023 |
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(Street)
NEW YORK, NY 10104 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 3/27/2023 | | J(3) | | 567713 | D | $0 (3) | 0 | I (1) | Held by NBOKS Co-Invest Fund I LP (1) |
| Class A Common Stock | | | | | | | | 30607831 (2) | I (1) | Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | Neuberger Berman Investment Advisers LLC ("NBIA") serves as investment adviser to each of Neuberger Berman Opportunistic Capital Solutions Master Fund LP ("Master Fund") and NBOKS Co-Invest Fund I LP ("Co-Invest Fund") and, in such capacity, exercises voting or investment power over the shares held directly by Master Fund and Co-Invest Fund. Neuberger Berman Investment Advisers Holdings LLC is the holding company of NBIA and a subsidiary of Neuberger Berman Group LLC. |
| (2) | Reflects a pro-rata, in-kind distribution of 7,625,000 shares of Class A Common Stock from CC Neuberger Principal Holdings I Sponsor LLC ("Sponsor") to Master Fund on February 21, 2023, for no consideration. Sponsor also distributed to Master Fund 5,140,000 warrants to purchase shares of Class A Common Stock on February 21, 2023, pro-rata, in-kind and for no consideration. Each transaction resulted solely in a change in Master Fund's form of ownership and thus was exempt from Section 16 pursuant to Rule 16a-13 under the Exchange Act. |
| (3) | Co-Invest Fund distributed these shares in-kind to its members on a pro-rata basis, for no consideration. |
Remarks:
Master Fund has the contractual right to designate two members to the Issuer's board of directors. Accordingly, each of the Reporting Persons is deemed to be a "director by deputization", as such term is used for purposes of Section 16 of the Exchange Act, of the Issuer. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Neuberger Berman Group LLC
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104 |
| X |
| See remarks. |
Neuberger Berman Investment Advisers Holdings LLC
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104 |
| X |
| See remarks. |
Neuberger Berman Investment Advisers LLC
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104 |
| X |
| See remarks. |
Signatures
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| /s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Group LLC | | 3/29/2023 |
| **Signature of Reporting Person | Date |
| /s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers Holdings LLC | | 3/29/2023 |
| **Signature of Reporting Person | Date |
| /s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers LLC | | 3/29/2023 |
| **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 control number. |
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