Filing Details

Accession Number:
0001140361-23-053266
Form Type:
13D Filing
Publication Date:
2023-11-13 19:00:00
Filed By:
Neuberger Berman Group Llc
Company:
E2Open Parent Holdings Inc. (NYSE:ETWO)
Filing Date:
2023-11-14
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Neuberger Berman Group 0 40,747,831 0 40,747,831 40,747,831 13.0%
Neuberger Berman Investment Advisers Holdings 0 40,747,831 0 40,747,831 40,747,831 13.0%
Neuberger Berman Investment Advisers 0 40,747,831 0 40,747,831 40,747,831 13.0%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*

E2open Parent Holdings, Inc.
(Name of Issuer)
 
Class A Common Stock
(Title of Class of Securities)
29788T 103
(CUSIP Number)
William Braverman ESQ
Neuberger Berman Group LLC
1290 Avenue of America
New York, NY 10104
Phone: 212-476-9035
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 10, 2023
(Date of Event which Requires Filing of this Statement)
 
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).


CUSIP NO. 29788T 103
Page 2 of 6 Pages
1
NAMES OF REPORTING PERSONS
 
 
Neuberger Berman Group LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
40,747,831 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
40,747,831 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
40,747,831 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
13.0% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 

  (1)
This amount includes 10,140,000 Shares obtainable upon exercise of Warrants held directly by NBOKS Master Fund.

(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.

CUSIP NO. 29788T 103
Page 3 of 6 Pages
1
NAMES OF REPORTING PERSONS
 
 
Neuberger Berman Investment Advisers Holdings LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
40,747,831 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
40,747,831 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
40,747,831 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
13.0% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 


(1)
This amount includes 10,140,000 Shares obtainable upon exercise of Warrants held directly by NBOKS Master Fund.

(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.

CUSIP NO. 29788T 103
Page 4 of 6 Pages
1
NAMES OF REPORTING PERSONS
 
 
Neuberger Berman Investment Advisers LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
40,747,831 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
40,747,831 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
40,747,831 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
13.0% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 


(1)
This amount includes 10,140,000 Shares obtainable upon exercise of Warrants held directly by NBOKS Master Fund.

(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.

CUSIP NO. 29788T 103
Page 5 of 6 Pages
Item 1.
Security and Issuer

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

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

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

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.

CUSIP NO. 29788T 103
Page 6 of 6 Pages
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.

 
Neuberger Berman Group LLC
 
     
November 14, 2023
By:
/s/ Brad Cetron
 
   
Deputy General Counsel
 
       
 
Neuberger Berman Investment Advisers LLC
 
     
November 14, 2023
By:
/s/ Brad Cetron
 
   
Deputy General Counsel
 
       
 
Neuberger Berman Investment Advisers Holdings LLC
 
   
 
November 14, 2023
By:
/s/ Brad Cetron
 
   
Deputy General Counsel
 

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)