Sec Form 4 Filing - Atalan GP, LLC @ E2open Parent Holdings, Inc. - 2021-02-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Atalan GP, LLC 2. Issuer Name and Ticker or Trading Symbol E2open Parent Holdings, Inc. [ PCPL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 140 EAST 45TH STREET, 17TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2021 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A ordinary shares, par value $0.0001 per share 02/04/2021 P 287,250 A $ 11.03 ( 2 ) 4,436,975 D ( 1 ) Class A ordinary shares, par value $0.0001 per share 02/04/2021 P 287,250 A $ 11.03 ( 2 ) 4,436,975 I See Footnote ( 1 ) Class A ordinary shares, par value $0.0001 per share 02/04/2021 J( 3 ) 4,436,975 D 0 D ( 1 ) Class A ordinary shares, par value $0.0001 per share 02/04/2021 J( 3 ) 4,436,975 D 0 I See Footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Atalan GP, LLC 140 EAST 45TH STREET, 17TH FLOOR NEW YORK, NY10017 X Thomas David R. 2 GRAND CENTRAL TOWER 140 EAST 45TH STREET, 17TH FLOOR NEW YORK, NY10017 X Signatures Atalan GP, LLC, By: /s/ David R. Thomas, Name: David R. Thomas, Title: Managing Member 02/16/2021 Signature of Reporting Person Date David R. Thomas, By: /s/ David R. Thomas 02/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are directly owned by Atalan Master Fund, LP (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Atalan Capital Partners, LP ("Atalan"), as the investment manager of the Master Fund; (ii) Atalan GP, LLC ("Atalan Fund GP"), the general partner of the Master Fund; (iii) Atalan Capital Partners (GP), LLC ("Atalan Capital GP"), the general partner of Atalan; and (iv) David R. Thomas as the managing member of Atalan Fund GP and Atalan Capital GP. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 2 )This constitutes the weighted average purchase price. The prices range from $10.98 to $11.08. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. ( 3 )In connection with the consummation of a series of mergers pursuant to which the Issuer acquired a majority interest of E2open Holdings, LLC, each share of Class A ordinary shares, par value $0.0001 per share, of the Issuer was automatically converted on a one-for-one basis into the Issuer's Class A common stock, par value $0.0001 per share, as described in the Issuer's Amendment No. 2 to Form S-4 filed on January 6, 2021, which is incorporated by reference.

Remarks: As previously disclosed in Atalan Capital Partners, LP's Form 4 with respect to the Issuer filed on February 8, 2021, these securities are indirectly beneficially owned by Atalan GP, LLC and David R. Thomas.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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