Sec Form 4 Filing - Armstrong Marje @ E2open Parent Holdings, Inc. - 2025-08-03

Insider filing report for Changes in Beneficial Ownership
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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
Armstrong Marje
2. Issuer Name and Ticker or Trading Symbol
E2open Parent Holdings, Inc. [ ETWO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
14135 MIDWAY ROAD, SUITE G300
3. Date of Earliest Transaction (MM/DD/YY)
08/03/2025
(Street)
ADDISON, TX75001
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 Common Stock 08/03/2025 D 979,628 D $ 3.3 ( 1 ) ( 2 ) 0 D
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
Restricted Stock Unit ( 3 ) ( 4 ) 08/03/2025 D 866,251 ( 3 ) ( 4 ) ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock ( 3 ) ( 4 ) ( 3 ) ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Armstrong Marje
14135 MIDWAY ROAD
SUITE G300
ADDISON, TX75001
Chief Financial Officer
Signatures
/s/ Marje Armstrong 08/05/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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,
( 2 )(Continued from footnote 1) with Holdings surviving as wholly owned subsidiary of Parent (such merger, the "Holdings Merger" and, together with the Company Merger, the "Mergers"), and at the effective time of the Mergers (the "Effective Time") each issued and outstanding share of the Class A common stock of the Company, par value $0.0001 per share (the "Class A Common Stock") owned by 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").
( 3 )Pursuant to the Merger Agreement, each such restricted stock unit was at the Effective Time, automatically cancelled and converted into a Parent restricted stock unit award covering the number of Parent ordinary shares equal to the product of (A) the quotient obtained by dividing (a) the Per Share Price by (b) the product of (i) the average exchange rate for Australian dollars to U.S. dollars over the ten consecutive trading days ending with the complete trading day immediately before the closing date of the Company Merger ("Closing Date") and (ii) the volume weighted average trading price in Australian dollars for Parent's ordinary shares on the Australian Securities Exchange over the same ten consecutive trading days ending with the complete trading day immediately before the Closing Date and
( 4 )(Continued from footnote 3) (B) the number of shares of Class A Common Stock underlying such restricted stock unit, with any resulting factional number of Parent ordinary shares rounded down to the next whole number and generally subject to the same terms and conditions, including vesting terms.

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