SEC Form 4 · accession 0001209191-15-030021
E2open Inc · EOPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Schoenthaler
Officer — Chief Customer Officer
Period of report
Mar 26, 2015
Accepted (ET)
Mar 27, 2015 · 6:37 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 | 11,964 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to buy)F3,F2 | $5.45 | Mar 26, 2015 | D | 28,571 | D | — | Jul 18, 2021 | Common Stock | 28,571 | 0 | D |
| Employee Stock Option (Right to buy)F5,F4 | $5.45 | Mar 26, 2015 | D | 14,286 | D | — | Jul 18, 2021 | Common Stock | 14,286 | 0 | D |
| Executive RSUF6,F7 | — | Mar 26, 2015 | D | 4,000 | D | — | Jul 23, 2023 | Common Stock | 4,000 | 0 | D |
| Executive RSUF8,F9 | — | Mar 26, 2015 | D | 37,125 | D | — | Sep 26, 2023 | Common Stock | 37,125 | 0 | D |
| Executive RSUF10,F11 | — | Mar 26, 2015 | D | 9,375 | D | — | Jun 26, 2024 | Common Stock | 9,375 | 0 | D |
| Executive RSUF12,F13 | — | Mar 26, 2015 | D | 12,500 | D | — | Jun 26, 2024 | Common Stock | 12,500 | 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 $80,625.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
- F11The time-based RSUs were granted on June 26, 2014 and vest annually over four years.
- F12Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $107,500.00, 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 RSUs were granted on June 26, 2014 and vest upon 100% attainment of the 2015 fiscal year performance target.
- F2Shares subject to the option vest monthly over three years beginning on March 1, 2013.
- F3Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $155,711.95, 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 on April 1, 2011.
- F5Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $77,858.70, 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 $34,400.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
- F7The performance-based RSU's were granted on July 23, 2013, with the 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.
- F8Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $319,275.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price.
- F9The 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.