Sec Form 3 Filing - Neuberger Berman Group LLC @ E2open Parent Holdings, Inc. - 2021-02-04

FORM 3 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 Neuberger Berman Group LLC 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 X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See remarks. (Last) (First) (Middle) 1290 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2021 (Street) NEW YORK, NY10104 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 20,530,000 ( 1 ) ( 2 ) I ( 3 ) Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP ( 3 ) Class A common stock 870,000 ( 2 ) I ( 3 ) Held by NBOKS Co-Invest Fund I LP ( 3 ) Class A common stock 6,383,143 ( 4 ) I ( 4 ) Held by CC Neuberger Principal Holdings I Sponsor LLC ( 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 Warrants to purchase Class A common stock $ 11.5 03/06/2021 02/04/2026 Class A common stock 5,000,000 ( 1 ) I ( 3 ) Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP ( 3 ) Warrants to purchase Class A common stock $ 11.5 03/06/2021 02/04/2026 Class A common stock 5,140,000 ( 4 ) I ( 4 ) Held by CC Neuberger Principal Holdings I Sponsor LLC ( 4 ) Series B-1 common stock ( 5 ) ( 5 ) 02/04/2031( 5 ) Class A common stock 1,241,857 ( 4 ) I ( 4 ) Held by CC Neuberger Principal Holdings I Sponsor LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Neuberger Berman Group LLC 1290 AVENUE OF THE AMERICAS NEW YORK, NY10104 X See remarks. Neuberger Berman Investment Advisers Holdings LLC 1290 AVENUE OF THE AMERICAS NEW YORK, NY10104 X See remarks. Neuberger Berman Investment Advisers LLC 1290 AVENUE OF THE AMERICAS NEW YORK, NY10104 X See remarks. Signatures /s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Group LLC 02/16/2021 Signature of Reporting Person Date /s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers Holdings LLC 02/16/2021 Signature of Reporting Person Date /s/ Brad Cetron, Deputy General Counsel for NeubergerBerman Investment Advisers LLC 02/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with a Business Combination Agreement, dated October 14, 2020, by and among CC Neuberger Principal Holdings I ("CCNB1"), E2open Holdings, LLC and the other parties thereto (the transactions contemplated thereby, the "Business Combination"), CCNB1 domesticated as a Delaware corporation (the "Domestication") and changed its name to "E2open Parent Holdings, Inc." In connection with the Domestication and the consummation of the Business Combination, and pursuant to a Forward Purchase Agreement with CCNB1, dated April 28, 2020, Neuberger Berman Opportunistic Capital Solutions Master Fund LP ("Master Fund") acquired 20,000,000 shares of Class A common stock and 5,000,000 warrants to purchase one share of Class A common stock ("Warrants"), in a private placement that closed concurrently with the closing of the Business Combination. ( 2 )Master Fund and NBOKS Co-Invest Fund I LP ("Co-Invest Fund") purchased 530,000 and 870,000 shares of Class A common stock, respectively, from the Issuer in a private placement that closed concurrently with the closing of the Business Combination. ( 3 )Neuberger Berman Investment Advisers LLC ("NBIA") serves as investment adviser to each of Master Fund and Co-Invest Fund and, in such capacity, exercises voting or investment power over the shares held directly by Master Fund and Co-Invest Fund. Neuberger Berman Investment Advisers Holdings LLC is the holding company of NBIA and a subsidiary of Neuberger Berman Group LLC. ( 4 )CC Neuberger Principal Holdings I Sponsor LLC ("Sponsor") is controlled by two entities, one of which is Master Fund. Accordingly, the Reporting Persons share voting and dispositive control over the securities held by Sponsor. The reported securities reflect the pecuniary interest of the Reporting Persons in the securities held by the Sponsor. Each of the Reporting Persons disclaim beneficial ownership of the securities held by the Sponsor except to the extent of its pecuniary interest therein. ( 5 )Shares of Series B-1 common stock will automatically convert into shares of Class A common stock on a one-for-one basis upon the five-day volume weighted average trading price of the Class A common stock exceeding $13.50 per share (subject to adjustment). Any shares of Series B-1 common stock that have not converted into shares of Class A common stock by the tenth anniversary of the closing of the Business Combination shall be automatically cancelled.

Remarks: Master Fund has the contractual right to designate two members to the Issuer's board of directors. Accordingly, each of the Reporting Persons is deemed to be a "director by deputization", as such term is used for purposes of Section 16 of the Exchange Act, of the Issuer.

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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