Sec Form 3 Filing - Insight Holdings 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 Insight Holdings 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) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1114 AVENUE OF THE AMERICAS, 36TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2021 (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

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 ( 2 ) ( 1 )( 2 ) ( 2 ) Class A common stock 26,566,466 I See footnotes ( 3 ) ( 4 ) Series 1 Restricted Common Units ( 5 ) ( 1 )( 5 ) ( 5 ) Class A common stock 2,989,422 I See footnotes ( 3 ) ( 4 ) Series 2 Restricted Common Units ( 6 ) ( 1 )( 6 ) ( 6 ) Class A common stock 1,793,653 I See footnotes ( 3 ) ( 4 ) Series B-1 common stock ( 7 ) ( 1 )( 7 ) ( 7 ) Class A common stock 846,693 I See footnotes ( 3 ) ( 8 ) Series B-2 common stock ( 9 ) ( 1 )( 9 ) ( 9 ) Class A common stock 508,016 I See footnotes ( 3 ) ( 8 ) Series B-1 common stock ( 7 ) ( 1 )( 7 ) ( 7 ) Class A common stock 180,542 I See footnotes ( 3 ) ( 10 ) Series B-2 common stock ( 9 ) ( 1 )( 9 ) ( 9 ) Class A common stock 108,325 I See footnotes ( 3 ) ( 10 ) Series B-1 common stock ( 7 ) ( 1 )( 7 ) ( 7 ) Class A common stock 526,768 I See footnotes ( 3 ) ( 11 ) Series B-2 common stock ( 9 ) ( 1 )( 9 ) ( 9 ) Class A common stock 316,060 I See footnotes ( 3 ) ( 11 ) Series B-1 common stock ( 7 ) ( 1 )( 7 ) ( 7 ) Class A common stock 484,365 I See footnotes ( 3 ) ( 12 ) Series B-2 common stock ( 9 ) ( 1 )( 9 ) ( 9 ) Class A common stock 290,619 I See footnotes ( 3 ) ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Insight Holdings Group, LLC 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. 1114 AVENUE OF THE AMERICA, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Associates Growth-Buyout Coinvestment, L.P. 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Partners IX (Co-Investors), L.P. 1114 AVENUE OF THE AMERICA, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Partners IX, L.P. 1114 AVENUE OF THE AMERICA, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Associates IX, L.P. 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Associates Growth-Buyout Coinvestment Ltd. 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. 1114 AVENUE OF THE AMERICA, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Associates IX, Ltd. 1114 AVENUE OF THE AMERICA, 36TH FLOOR NEW YORK, NY10036 X Signatures /s/ Andrew Prodromos, as Attorney-in-Fact, for Insight Holdings Group, LLC 02/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were issued pursuant to 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. ( 2 )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). ( 3 )See Exhibit 99.1 for Joint Filer information. ( 4 )Held directly by Insight E2open Aggregator, LLC ( 5 )These Series 1 Restricted Common Units represent unvested, non-voting restricted limited liability company interests in E2open Holdings subject to the terms of the LLC Agreement. Each Series 1 Restricted Common Unit will vest on the first day on which the 5-day volume weighted average price of the Class A common stock is equal to at least $13.50, or upon certain change in control events specified in the LLC Agreement. Upon, vesting, each Series 1 Restricted Common Unit will convert automatically into one Common Unit. ( 6 )These Series 2 Restricted Common Units represent unvested, non-voting restricted limited liability company interests in E2open Holdings subject to the terms of the LLC Agreement. Each Series 2 Restricted Common Unit will vest on the first day on which the 20-day volume weighted average price of the Class A common stock is equal to at least $15.00, or upon certain change in control events specified in the LLC Agreement. Upon, vesting, each Series 2 Restricted Common Unit will convert automatically into one Common Unit. ( 7 )These shares of Series B-1 common stock represent unvested, non-voting restricted common stock of the Issuer. Each share of Series B-1 common stock will vest on the first day on which the 5-day volume weighted average price of the Class A common stock is equal to at least $13.50, or upon certain change in control events specified in the LLC Agreement. Upon vesting, each share of Series B-1 common stock will convert automatically into one share of Class A common stock. ( 8 )Held directly by Insight Venture Partners (Cayman) IX, L.P. ( 9 )These shares of Series B-2 common stock represent unvested, non-voting restricted common stock of the Issuer. Each share of Series B-2 common stock will vest on the first day on which the 20-day volume weighted average price of the Class A common stock is equal to at least $15.00, or upon certain change in control events specified in the LLC Agreement. Upon, vesting, each share of Series B-2 common stock will convert automatically into one share of Class A common stock. ( 10 )Held directly by Insight Venture Partners (Delaware) IX, L.P. ( 11 )Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. ( 12 )Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P.

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 3 is the first of two Forms 3 filed relating to the same event. The Form 3 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 3 to a maximum of 10 reporting persons. Each Form 3 is filed by Designated Filer, Insight Holdings Group, LLC.

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

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