SEC Form 4 · accession 0001209191-15-030036
E2open Inc · EOPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick J O'Malley
Director
Period of report
Mar 26, 2015
Accepted (ET)
Mar 27, 2015 · 7:18 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| NQ Stock OptionsF1,F3,F2 | $0.55 | Mar 26, 2015 | D | 0 | D | — | Jan 12, 2022 | Common Stock | 0 | 0 | D |
| Director RSUF4,F5 | — | Mar 26, 2015 | D | 9,200 | D | — | May 2, 2024 | Common Stock | 9,200 | 0 | D |
Explanation of responses
- F1The non-qualified stock option (the "Option") is held by Mr. Patrick J. O'Malley on behalf of Seagate Technology LLC. Mr. O'Malley is the Chief Financial Officer of Seagate Technology PLC, Seagate Technology, Seagate Technology HDD Holdings, Seagate HDD Cayman, Seagate Technology (US) Holdings, Inc. and Seagate Technology LLC (collectively, the "Reporting Persons"). Mr. O'Malley disclaims beneficial ownership of the Option.
- F2Non-qualified stock option to purchase 48,285 shares of common stock is granted under the E2open, Inc., 2003 Stock Plan. The Option is subject to an early exercise provision and is immediately exercisable. Shares subject to the Option vest 25% on January 12, 2013 and the remaining 75% monthly over the three years beginning on January 12, 2013.
- F3Pursuant 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 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 $26,556.75, which represents the difference between $8.60 and the exercise price of the option per share.
- F4Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchanged for a cash payment of $79,120, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the offer price.
- F5The 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. O'Malley remaining a member of the Company's board of directors through the applicable vesting date.