SEC Form 4 · accession 0001209191-15-030022
E2open Inc · EOPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bernard F Mathaisel
Director
Period of report
Mar 26, 2015
Accepted (ET)
Mar 27, 2015 · 6:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001540400
Table I — non-derivative securities
No Table I lines on this filing.
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)F2,F1 | $8.25 | Mar 26, 2015 | D | 5,714 | D | — | Feb 18, 2017 | Common Stock | 5,714 | 0 | D |
| Stock Option (Right to buy)F3,F1 | $8.25 | Mar 26, 2015 | D | 1,071 | D | — | Feb 18, 2017 | Common Stock | 1,071 | 0 | D |
| Stock Option (Right to buy)F4,F1 | $8.25 | Mar 26, 2015 | D | 14,285 | D | — | Jun 25, 2019 | Common Stock | 14,285 | 0 | D |
| Stock Option (Right to buy)F6,F5 | $5.45 | Mar 26, 2015 | D | 14,285 | D | — | Mar 28, 2021 | Common Stock | 14,285 | 0 | D |
| Stock Option (Right to buy)F7,F1 | $5.45 | Mar 26, 2015 | D | 12,000 | D | — | Jul 20, 2021 | Common Stock | 12,000 | 0 | D |
| Director RSUF8,F9 | — | Mar 26, 2015 | D | 9,200 | D | — | May 2, 2024 | Common Stock | 9,200 | 0 | D |
Explanation of responses
- F1Shares subject to the option are fully vested and immediately exercisable.
- F2Pursuant to 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 the 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, the option was cancelled in exchange for a cash payment of $47,140.50, which represents the difference between $8.60 and the exercise price of the option per share.
- F3Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $8,835.75, which represents the difference between $8.60 and the exercise price of the option per share.
- F4Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $117,851.25, which represents the difference between $8.60 and the exercise price of the option per share.
- F5The option was subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest annually over four years beginning on March 28, 2012.
- F6Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $77,853.25, which represents the difference between $8.60 and the exercise price of the option per share.
- F7Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $65,400, which represents the difference between $8.60 and the exercise price of the option per share.
- F8Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $79,120, which is the product of the total number of shares subject to such restricted stock units multiplied by the Offer Price.
- F9The reported security was approved by the Board of Directors on May 2, 2014. The RSU's were scheduled to vest on the earlier of one (1) year from the grant date or the day before the annual meeting of the stockholders of the Company occurring in calendar year 2015, subject to Mr. Mathaisel remaining a member of the Company's board of directors through the applicable vesting date