SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WARD JR STEPHEN M (Last) (First) (Middle) C/O E2OPEN, INC. 4100 EAST THIRD AVENUE, SUITE 400 (Street) FOSTER CITY CA 94404 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol E2open Inc [ EOPN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/26/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock	03/26/2015		U		71,428	D	(1)	0	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (Right to buy)	$5.45	03/26/2015		D			14,285	(2)	03/28/2021	Common Stock	14,285	(3)	0	D
Stock Option (Right to buy)	$5.45	03/26/2015		D			12,000	(4)	07/20/2021	Common Stock	12,000	(5)	0	D
Stock Option (Right to buy)	$5.45	03/26/2015		D			6,000	(4)	07/20/2021	Common Stock	6,000	(6)	0	D
Stock Option (Right to buy)	$0.55	03/26/2015		D			6,000	(4)	01/12/2022	Common Stock	6,000	(7)	0	D
Director RSU	(8)	03/26/2015		D			10,600	(9)	05/02/2024	Common Stock	10,600	(8)	0	D

Explanation of Responses:

1. 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.

2. The option was subject to an early exercise provision and was immediately exercisable. Shares subject to the option vest annually over four years beginning on March 28, 2012.

3. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $77,853.25, which represents the difference between $8.60 and the exercise price of the option per share.

4. Shares subject to the option are fully vested and immediately exercisable.

5. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $65,400, which represents the difference between $8.60 and the exercise price of the option per share.

6. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $32,700, which represents the difference between $8.60 and the exercise price of the option per share.

7. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $3,300, which represents the difference between $8.60 and the exercise price of the option per share.

8. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $91,160, which is the product of the total number of shares subject to such restricted stock units multiplied by the Offer Price.

9. The reported security was approved by the Board of Directors on May 2, 2014. The RSU's were scheduled to vest on the earlier of one (1) year from the grant date or the day before the annual meeting of the stockholders of the Company occurring in calendar year 2015, subject to Mr. Ward remaining a member of the Company's board of directors through the applicable vesting date.

Remarks:

	/s/ Peter J Maloney, by power of attorney	03/27/2015
	** Signature of Reporting Person	Date
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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