4//SEC Filing
Chu Chinh 4
Accession 0000950170-25-103433
CIK 0001800347other
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 9:18 PM ET
Size
17.2 KB
Accession
0000950170-25-103433
Insider Transaction Report
Form 4
Chu Chinh
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2025-08-03$3.30/sh−170,162$561,535→ 0 total - Disposition to Issuer
Class A Common Stock
2025-08-03$3.30/sh−17,912$59,110→ 0 total(indirect: By CC Capital Holdings LP) - Disposition to Issuer
Restricted Stock Unit
2025-08-03−155,983→ 0 total(indirect: By CC Capital Holdings LP)→ Class A Common Stock - Disposition to Issuer
Warrant
2025-08-03−5,140,000→ 0 total(indirect: By LLC)→ Class A Common Stock - Disposition to Issuer
Class A Common Stock
2025-08-03$3.30/sh−8,603,302$28,390,897→ 0 total(indirect: By LLC)
Footnotes (7)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 25, 2025, by and among E2open Parent Holdings, Inc., a Delaware corporation (the "Company"), E2open Holdings, LLC, a Delaware limited liability company ("Holdings"), WiseTech Global Limited, an Australian public company limited by shares ("Parent"), Emerald Parent Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Company Merger Sub") and Emerald Holdings Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Holdings Merger Sub"), Company Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (such merger, the "Company Merger") and Holdings Merger Sub merged with and into Holdings, with Holdings surviving as wholly owned subsidiary of Parent (such merger, the "Holdings Merger" and, together with the Company Merger, the "Mergers"),
- [F2](Continued from footnote 1) and at the effective time of the Mergers (the "Effective Time") each issued and outstanding share of Class A common stock of the Company, par value $0.0001 per share (the "Class A Common Stock") owned by the reporting person (the "Reporting Person") were previously reported and vested, were cancelled and converted into the right to receive $3.30 per share in cash without interest thereon (the "Per Share Price").
- [F3]The reported securities are held by CC Capital Holdings LP ("CC Holdings"). The Reporting Person controls CC Holdings and is therefore deemed to be the beneficial owner of such securities. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such Reporting Person is the beneficial owner of any securities covered by this Form 4.
- [F4]The reported securities are held by CC NB Sponsor 1 Holdings LLC ( "CC"). The Reporting Person controls CC and is therefore deemed to be the beneficial owner of such securities. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such Reporting Person is the beneficial owner of any securities covered by this Form 4.
- [F5]Pursuant to the Merger Agreement, each restricted stock unit of the Company was, at the Effective Time, automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Per Share Price and (ii) the total number of shares of Class A Common Stock subject to each such restricted stock unit as of immediately prior to the Effective Time.
- [F6]The Reporting Person, the Founder and Senior Managing Director of CC Capital, has no pecuniary interest in the securities reported herein and disclaims beneficial ownership of such securities. The Reporting Person holds the RSUs for the benefit, and at the direction, of CC Capital.
- [F7]The reported Company warrants, pursuant to the Merger Agreement and the Warrant Agreement, dated as of April 28, 2020, by and between the Company and the Company's warrant agent therein (the "Warrant Agreement"), became a Company warrant exercisable for the Per Share Price in accordance with the terms of the Warrant Agreement. If CC properly exercises its Company warrants within thirty (30) days following the public disclosure of the consummation of the Company Merger pursuant to a Current Report on Form 8-K filed with the SEC, the Warrant Price (as defined under the Warrant Agreement), with respect to such exercise shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Price (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined in the Warrant Agreement).
Documents
Issuer
E2open Parent Holdings, Inc.
CIK 0001800347
Entity typeother
Related Parties
1- filerCIK 0001306507
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 9:18 PM ET
- Size
- 17.2 KB