Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"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>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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E2open Parent Holdings, Inc.
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(Name of Issuer)
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Class A Common Stock
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(Title of Class of Securities)
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29788T 103
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(CUSIP Number)
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William Braverman ESQ
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Neuberger Berman Group LLC
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1290 Avenue of America
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New York, NY 10104
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Phone: 212-476-9035
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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November 10, 2023
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 29788T 103
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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Neuberger Berman Group LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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40,747,831 (1)
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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10
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SHARED DISPOSITIVE POWER
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40,747,831 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 40,747,831 (1) |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.0% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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This amount includes 10,140,000 Shares obtainable upon exercise of Warrants held directly by NBOKS Master Fund.
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| (2) |
This percentage is based on an aggregate 313,443,494 Shares outstanding, which is the sum of: (i) 303,303,494 Shares outstanding as of October 5, 2023, according to the quarterly report on Form 10-Q filed by the Issuer on October 10, 2023;
plus (ii) 10,140,000 Shares issuable upon exercise of the Warrants held by NBOKS Master Fund, which have been added to the total Shares outstanding pursuant to Rule 13d-3(d)(3) under the Act.
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CUSIP NO. 29788T 103
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Page 3 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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Neuberger Berman Investment Advisers Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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40,747,831 (1)
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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10
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SHARED DISPOSITIVE POWER
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40,747,831 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 40,747,831 (1) |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.0% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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| (1) |
This amount includes 10,140,000 Shares obtainable upon exercise of Warrants held directly by NBOKS Master Fund.
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| (2) |
This percentage is based on an aggregate 313,443,494 Shares outstanding, which is the sum of: (i) 303,303,494 Shares outstanding as of October 5, 2023, according to the quarterly report on Form 10-Q filed by the Issuer on October 10, 2023;
plus (ii) 10,140,000 Shares issuable upon exercise of the Warrants held by NBOKS Master Fund, which have been added to the total Shares outstanding pursuant to Rule 13d-3(d)(3) under the Act.
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CUSIP NO. 29788T 103
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Page 4 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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Neuberger Berman Investment Advisers LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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40,747,831 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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40,747,831 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 40,747,831 (1) |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.0% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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| (1) |
This amount includes 10,140,000 Shares obtainable upon exercise of Warrants held directly by NBOKS Master Fund.
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| (2) |
This percentage is based on an aggregate 313,443,494 Shares outstanding, which is the sum of: (i) 303,303,494 Shares outstanding as of October 5, 2023, according to the quarterly report on Form 10-Q filed by
the Issuer on October 10, 2023; plus (ii) 10,140,000 Shares issuable upon exercise of the Warrants held by NBOKS Master Fund, which have been added to the total Shares outstanding pursuant to Rule 13d-3(d)(3) under the Act.
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CUSIP NO. 29788T 103
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Page 5 of 6 Pages
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| Item 1. |
Security and Issuer
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Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S.
Securities and Exchange Commission (the “SEC”) on February 16, 2021, as amended by Amendment No. 1, filed by the Reporting Persons on June 1, 2021, and Amendment No. 2, filed by the Reporting Persons on September 3, 2021 (together with this Amendment
No. 3, the “Schedule 13D”), relating to the Class A common stock (the “Shares”) of E2open Parent Holdings, Inc., a Delaware corporation (the “Issuer”), having its principal place of business at 9600 Great Hills Trail, Suite 300E, Austin Texas 78759.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms previously reported in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information
previously reported in the Schedule 13D.
| Item 4. |
Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
In connection with their regular review of their investment in the Issuer, the Reporting Persons may
engage in communications with, among others, members of the Issuer’s board of directors (the “Board”), members of the Issuer’s management, shareholders of the Issuer, advisors, potential strategic partners, investment professionals or other persons,
regarding the ongoing search process to identify a permanent chief executive officer at the Issuer. In connection with such communications, the Reporting Persons have entered into a customary non-disclosure agreement.
| Item 5. |
Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) The aggregate number of Shares to which this Amendment No. 3
relates is 40,747,831, representing approximately 13.0% of the Shares outstanding. This amount includes: (i) 30,607,831 Shares held directly by NBOKS Master Fund; and (ii) 10,140,000 Shares obtainable upon exercise of 10,140,000 Warrants held
directly by NBOKS Master Fund.
The percentage of beneficial ownership reported herein is based on an aggregate 313,443,494 Shares outstanding, which is the sum of: (i) 303,303,494 Shares outstanding as of October 5,
2023, according to the quarterly report on Form 10-Q filed by the Issuer on October 10, 2023; plus (ii) 10,140,000 Shares issuable upon exercise of the Warrants held by NBOKS Master Fund, which have been added to the total Shares outstanding pursuant
to Rule 13d-3(d)(3) under the Act.
(b) The Reporting Persons share with
each other voting and dispositive power with respect to the 40,747,831 Shares reported as beneficially owned herein.
(c) No transactions in the Shares have
been effected by the Reporting Persons during the past 60 days.
(d) NBOKS
Master Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein that are managed on its behalf by NBIA.
(e) Not applicable
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The response to Item 4 of this Amendment No. 3 is incorporated by reference herein.
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CUSIP NO. 29788T 103
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Page 6 of 6 Pages
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Neuberger Berman Group LLC
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November 14, 2023
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By:
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/s/ Brad Cetron
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Deputy General Counsel
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Neuberger Berman Investment Advisers LLC
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November 14, 2023
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By:
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/s/ Brad Cetron
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Deputy General Counsel
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Neuberger Berman Investment Advisers Holdings LLC
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November 14, 2023
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By:
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/s/ Brad Cetron
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Deputy General Counsel
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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Footnotes:
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)