0001209191-15-030018.txt : 20150327 0001209191-15-030018.hdr.sgml : 20150327 20150327183358 ACCESSION NUMBER: 0001209191-15-030018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150326 FILED AS OF DATE: 20150327 DATE AS OF CHANGE: 20150327 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: E2open Inc CENTRAL INDEX KEY: 0001540400 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943366487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 BUSINESS ADDRESS: STREET 1: 4100 EAST THIRD AVENUE, SUITE 400 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 650-645-6500 MAIL ADDRESS: STREET 1: 4100 EAST THIRD AVENUE, SUITE 400 CITY: FOSTER CITY STATE: CA ZIP: 94404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WOODWARD MARK CENTRAL INDEX KEY: 0001022826 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35598 FILM NUMBER: 15732170 MAIL ADDRESS: STREET 1: C/O E2OPEN, INC. STREET 2: 4100 EAST THIRD AVENUE, SUITE 400 CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-03-26 1 0001540400 E2open Inc EOPN 0001022826 WOODWARD MARK C/O E2OPEN, INC. 4100 EAST THIRD AVENUE, SUITE 400 FOSTER CITY CA 94404 1 1 0 0 President & CEO Common Stock 2015-03-26 4 U 0 94637 D 0 D Common Stock 2015-03-26 4 U 0 585114 D 0 I See Footnote Common Stock 2015-03-26 4 U 0 34761 D 0 I See Footnote Common Stock 2015-03-26 4 U 0 34762 D 0 I See Footnote Common Stock 2015-03-26 4 U 0 34760 D 0 I See Footnote Employee Stock Option (Right to buy) 5.45 2015-03-26 4 D 0 61729 D 2021-07-18 Common Stock 61729 0 D Employee Stock Option (Right to buy) 5.45 2015-03-26 4 D 0 207936 D 2021-07-18 Common Stock 207936 0 D Employee Stock Option (Right to buy) 5.45 2015-03-26 4 D 0 207936 D 2021-07-18 Common Stock 207936 0 D Executive RSU 2015-03-26 4 D 0 19376 D 2023-07-23 Common Stock 19376 0 D Executive RSU 2015-03-26 4 D 0 71600 D 2023-09-26 Common Stock 71600 0 D Executive RSU 2015-03-26 4 D 0 31250 D 2024-06-26 Common Stock 31250 0 D Executive RSU 2015-03-26 4 D 0 41667 D 2024-06-26 Common Stock 41667 0 D Shares of Common Stock tendered in the tender offer launched by Eagle Acquisition Sub, Corp. on February 26, 2015 pursuant to that certain Agreement and Plan of Merger, dated February 4, 2015, between E2open, Inc., Eagle Parent Holdings, LLC and Eagle Acquisition Sub, Corp. (the "Merger Agreement"), to acquire all of the outstanding shares of common stock of E2open, Inc., par value $0.001 per share, at a purchase price of $8.60 per share (the "Offer Price"), net to the seller in cash, without interest and less any required withholding taxes. The shares are held by the Mark E. Woodward and Laurie S. Woodward Family Trust dtd July 17, 1999 for which Mr. Woordward serves as Trustee. The shares are held by the Alec Woodward 2010 Irrevocable Trust under Agreement dtd May 22, 2010 for which Mr. Woodward serves as the Trustee. The shares are held by the Hayley Woodward 2010 Irrevocable Trust under Agreement dtd May 22, 2010 for which Mr. Woodward serves as the Trustee. The shares are held by the Ryan Woodward 2010 Irrevocable Trust under Agreement dtd May 22, 2010 for which Mr. Woodward serves as the Trustee. Shares subject to the option vest monthly over three years beginning on March 1, 2013. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $336,423.05, which represents the difference between $8.60 and the exercise price of the option per share. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,133,251.20, which represents the difference between $8.60 and the exercise price of the option per share. Shares subject to the option vest monthly over four years beginning on March 1, 2013. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $166,633.60, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price. The performance-based RSU's were granted on July 23, 2013, with a goal start date of March 1, 2013 based on performance metrics for fiscal year 2014. The performance-based RSUs vest in two equal tranches after the audit committee confirmed fiscal year 2014 results. The first tranche was released on August 31, 2014; the second tranche was to be released on August 31, 2015. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $615,760.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price. The performance-based RSU's were granted on September 26, 2013 and vest over a period of four years based on fiscal year 2014 performance. The first tranche was released on October 9, 2014. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $268,750.00, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price. The time-based RSUs were granted on June 26, 2014 and vest annually over four years. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $358.336.20, which is the product of the total number of shares subject to such restricted stock unit grant multiplied by the Offer Price. The performance-based RSUs were granted on June 26, 2014 and vest upon 100% attainment of the 2015 fiscal year performance target. /s/ Peter J Maloney, by power of attorney 2015-03-27