SEC Form 4 · accession 0001209191-15-030018

E2open Inc · EOPN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark Woodward

Officer — President & CEO · Director

Period of report

Mar 26, 2015

Accepted (ET)

Mar 27, 2015 · 6:33 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001540400

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Mar 26, 2015	U	94,637	—	D	D
Common Stock^F1,F2	Mar 26, 2015	U	585,114	—	D	I	See Footnote
Common Stock^F1,F3	Mar 26, 2015	U	34,761	—	D	I	See Footnote
Common Stock^F1,F4	Mar 26, 2015	U	34,762	—	D	I	See Footnote
Common Stock^F1,F5	Mar 26, 2015	U	34,760	—	D	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to buy)^F7,F6	$5.45	Mar 26, 2015	D	61,729	D	—	Jul 18, 2021	Common Stock	61,729	D
Employee Stock Option (Right to buy)^F8,F6	$5.45	Mar 26, 2015	D	207,936	D	—	Jul 18, 2021	Common Stock	207,936	D
Employee Stock Option (Right to buy)^F8,F9	$5.45	Mar 26, 2015	D	207,936	D	—	Jul 18, 2021	Common Stock	207,936	D
Executive RSU^F10,F11	—	Mar 26, 2015	D	19,376	D	—	Jul 23, 2023	Common Stock	19,376	D
Executive RSU^F12,F13	—	Mar 26, 2015	D	71,600	D	—	Sep 26, 2023	Common Stock	71,600	D
Executive RSU^F14,F15	—	Mar 26, 2015	D	31,250	D	—	Jun 26, 2024	Common Stock	31,250	D
Executive RSU^F16,F17	—	Mar 26, 2015	D	41,667	D	—	Jun 26, 2024	Common Stock	41,667	D

Explanation of responses

F1Shares of Common Stock tendered in the tender offer launched by Eagle Acquisition Sub, Corp. on February 26, 2015 pursuant to that certain Agreement and Plan of Merger, dated February 4, 2015, between E2open, Inc., Eagle Parent Holdings, LLC and Eagle Acquisition Sub, Corp. (the "Merger Agreement"), to acquire all of the outstanding shares of common stock of E2open, Inc., par value $0.001 per share, at a purchase price of $8.60 per share (the "Offer Price"), net to the seller in cash, without interest and less any required withholding taxes.
F10Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $166,633.60, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
F11The performance-based RSU's were granted on July 23, 2013, with a goal start date of March 1, 2013 based on performance metrics for fiscal year 2014. The performance-based RSUs vest in two equal tranches after the audit committee confirmed fiscal year 2014 results. The first tranche was released on August 31, 2014; the second tranche was to be released on August 31, 2015.
F12Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $615,760.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
F13The performance-based RSU's were granted on September 26, 2013 and vest over a period of four years based on fiscal year 2014 performance. The first tranche was released on October 9, 2014.
F14Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $268,750.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
F15The time-based RSUs were granted on June 26, 2014 and vest annually over four years.
F16Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $358.336.20, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
F17The performance-based RSUs were granted on June 26, 2014 and vest upon 100% attainment of the 2015 fiscal year performance target.
F2The shares are held by the Mark E. Woodward and Laurie S. Woodward Family Trust dtd July 17, 1999 for which Mr. Woordward serves as Trustee.
F3The shares are held by the Alec Woodward 2010 Irrevocable Trust under Agreement dtd May 22, 2010 for which Mr. Woodward serves as the Trustee.
F4The shares are held by the Hayley Woodward 2010 Irrevocable Trust under Agreement dtd May 22, 2010 for which Mr. Woodward serves as the Trustee.
F5The shares are held by the Ryan Woodward 2010 Irrevocable Trust under Agreement dtd May 22, 2010 for which Mr. Woodward serves as the Trustee.
F6Shares subject to the option vest monthly over three years beginning on March 1, 2013.
F7Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $336,423.05, which represents the difference between $8.60 and the exercise price of the option per share.
F8Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,133,251.20, which represents the difference between $8.60 and the exercise price of the option per share.
F9Shares subject to the option vest monthly over four years beginning on March 1, 2013.