Sec Form 4 Filing - Insight Venture Associates IX, Ltd. @ E2open Parent Holdings, Inc. - 2021-07-06

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Insight Venture Associates IX, Ltd.
2. Issuer Name and Ticker or Trading Symbol
E2open Parent Holdings, Inc. [ ETWO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O INSIGHT PARTNERS, 1114 AVENUE, OF THE AMERICAS, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/06/2021
(Street)
NEW YORK, NY10036
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 Common Stock 07/06/2021 J( 1 ) 20,567 A 8,391,675 I See footnote ( 2 ) ( 3 )
Class A Common Stock 07/06/2021 J( 1 ) 4,385 A 1,789,373 I See footnote ( 2 ) ( 4 )
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
Common Units ( 5 ) 07/06/2021 J( 2 ) 72,618 ( 5 ) ( 5 ) Class A Common Stock 72,618 ( 5 ) 29,628,506 I See footnote ( 2 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Insight Venture Associates IX, Ltd.
C/O INSIGHT PARTNERS, 1114 AVENUE
OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X X
Insight Venture Associates IX, L.P.
C/O INSIGHT PARTNERS, 1114 AVENUE
OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X X
Insight Venture Partners IX, L.P.
C/O INSIGHT PARTNERS, 1114 AVENUE
OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X X
Insight Venture Partners IX (Co-Investors), L.P.
C/O INSIGHT PARTNERS, 1114 AVENUE
OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X X
Insight Venture Partners (Cayman) IX, L.P.
C/O INSIGHT PARTNERS, 1114 AVENUE
OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X X
Insight Venture Partners (Delaware) IX, L.P.
C/O INSIGHT PARTNERS, 1114 AVENUE
OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X X
Insight E2open Aggregator, LLC
C/O INSIGHT PARTNERS, 1114 AVENUE
OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X X
Signatures
INSIGHT VENTURE ASSOCIATES IX, LTD. By: /s/Andrew Prodromos Name: Andrew Prodromos Title: Attorney-in-Fact 07/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities were issued pursuant to Section 3.5 of the Business Combination Agreement, dated October 14, 2020, by and among CC Neuberger Principal Holdings I, E2open Holdings, LLC ("E2open Holdings"), and the other parties thereto, as amended January 28, 2021, which section provides for the post-closing adjustment of consideration issued to various individuals as part of the merger transaction.
( 2 )See Exhibit 99.2 for Joint Filer information.
( 3 )Held directly by Insight Venture Partners (Cayman) IX, L.P.
( 4 )Held directly by Insight Venture Partners (Delaware) IX, L.P.
( 5 )These Common Units represent non-voting limited liability company interests in E2open Holdings subject to the terms of the Third Amended and Restated Limited Liability Company Agreement of E2open Holdings (the "LLC Agreement"). Beginning on August 4, 2021, these Common Units (together with the same number of shares of Class V common stock of the Issuer, which provide no economic rights in the Issuer but entitle the holder thereof to one vote per share of Class V common stock) may be exchanged at the discretion of the holder once per calendar quarter (subject to certain limitations set forth in the LLC Agreement) for shares of Class A common stock of the Issuer on a one-for-one basis (or the cash value thereof, at the election of the Issuer).
( 6 )Held directly by Insight E2open Aggregator, LLC

Remarks:
Ryan M. Hinkle, who serves as a Managing Director of Insight Partners, an affiliate of the Reporting Persons, serves as a director of the Issuer. Pursuant to the terms of that certain Investor Rights Agreement, dated as of February 4, 2021, by and among the Issuer, certain of the Reporting Persons, and the other parties thereto, Insight E2open Aggregator, LLC, on behalf of itself and certain of the other Reporting Persons, has the right to nominate for election three board members of the Issuer, and Insight E2open Aggregator, LLC nominated Mr. Hinkle as a board member. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Insight E2open Aggregator, LLC may be deemed a director by deputization with respect to the Issuer on the basis of Mr. Hinkle serving on the Issuer board of directors. This Form 4 is the second of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. The first Form 4 was filed by the designated filer Insight Holdings Group, LLC. Exhibit List Exhibit 99.1 - Joint Filers' Signatures Exhibit 99.2 - Joint Filer Information

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.