SEC Form 4 · accession 0001209191-15-030020
E2open Inc · EOPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Hantman
Officer — See Remarks
Period of report
Mar 26, 2015
Accepted (ET)
Mar 27, 2015 · 6:36 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 26, 2015 | U | 1,277 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to buy)F3,F2 | $5.45 | Mar 26, 2015 | D | 14,997 | D | — | Mar 28, 2021 | Common Stock | 14,997 | 0 | D |
| Stock Option (Right to buy)F5,F4 | $2.43 | Mar 26, 2015 | D | 40,000 | D | — | Oct 9, 2024 | Common Stock | 40,000 | 0 | D |
| Restricted Stock UnitF6,F7 | — | Mar 26, 2015 | D | 1,250 | D | — | Sep 27, 2022 | Common Stock | 1,250 | 0 | D |
| Restricted Stock UnitF8,F9 | — | Mar 26, 2015 | D | 2,500 | D | — | Oct 4, 2022 | Common Stock | 2,500 | 0 | D |
| Restricted Stock UnitF10,F11 | — | Mar 26, 2015 | D | 1,875 | D | — | Apr 25, 2023 | Common Stock | 1,875 | 0 | D |
| Restricted Stock UnitF12,F13 | — | Mar 26, 2015 | D | 1,875 | D | — | Jul 8, 2023 | Common Stock | 1,875 | 0 | D |
| Restricted Stock UnitF14,F15 | — | Mar 26, 2015 | D | 36,100 | D | — | May 2, 2024 | Common Stock | 36,100 | 0 | 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 $16,125.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
- F11The RSU's vest annually on April 25th of each year over 4 years beginning April 25, 2014 subject to Mr. Hantman remaining a service provider (as defined in the Plans) through each applicable vesting date.
- F12Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $16,125.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
- F13The RSU's vest annually on July 8th of each year over 4 years beginning July 8, 2014 subject to Mr. Hantman remaining a service provider (as defined in the Plans) through each applicable vesting date.
- F14Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $310,460.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
- F15The RSU's vest annually on May 2nd of each year over 4 years beginning May 2, 2015 subject to Mr. Hantman remaining a service provider (as defined in the Plans) through each applicable vesting date.
- F2Shares subject to the option vest over four years: 25% of the option vests after 12 months of service on December 31, 2011 and 1/48th vests monthly thereafter subject to Mr. Hantman remaining a Service Provider (as defined in the E2open, Inc. 2003 Stock Plan (the "2003 Plan") and/or E2open, Inc. 2012 Equity Compensation Plan (the "2012 Plan") and together with the 2003 Plan, the "Plans") through each applicable vesting date.
- F3Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $81,733.65, which represents the difference between $8.60 and the exercise price of the option per share.
- F4Shares subject to the option vest monthly over four years beginning October 9, 2014 subject to Mr. Hantman remaining a Service Provider (as defined in the Plans) through each applicable vesting date.
- F5Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $97,200, which represents the difference between $8.60 and the exercise price of the option per share.
- F6Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $10,750.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
- F7The RSU's vest annually on September 27th of each year over 4 years beginning September 27, 2013 subject to Mr. Hantman remaining a service provider (as defined in the Plans) through each applicable vesting date.
- F8Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $21,500.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
- F9The RSU's vest annually on October 4th of each year over 4 years beginning October 4, 2013 subject to Mr. Hantman remaining a service provider (as defined in the Plans) through each applicable vesting date.
Remarks
Senior Vice President, Customer Solutions