SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Neuberger Berman Group LLC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2021

3. Issuer Name and Ticker or Trading Symbol
E2open Parent Holdings, Inc. [ ETWO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See remarks.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	20,530,000⁽¹⁾⁽²⁾	I⁽³⁾	Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP⁽³⁾
Class A common stock	870,000⁽²⁾	I⁽³⁾	Held by NBOKS Co-Invest Fund I LP⁽³⁾
Class A common stock	6,383,143⁽⁴⁾	I⁽⁴⁾	Held by CC Neuberger Principal Holdings I Sponsor LLC⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to purchase Class A common stock	03/06/2021	02/04/2026	Class A common stock	5,000,000⁽¹⁾	11.5	I⁽³⁾	Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP⁽³⁾
Warrants to purchase Class A common stock	03/06/2021	02/04/2026	Class A common stock	5,140,000⁽⁴⁾	11.5	I⁽⁴⁾	Held by CC Neuberger Principal Holdings I Sponsor LLC⁽⁴⁾
Series B-1 common stock	⁽⁵⁾	02/04/2031⁽⁵⁾	Class A common stock	1,241,857⁽⁴⁾	⁽⁵⁾	I⁽⁴⁾	Held by CC Neuberger Principal Holdings I Sponsor LLC⁽⁴⁾

1. Name and Address of Reporting Person^*

Neuberger Berman Group LLC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Neuberger Berman Investment Advisers Holdings LLC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Neuberger Berman Investment Advisers LLC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Explanation of Responses:

1. In connection with a Business Combination Agreement, dated October 14, 2020, by and among CC Neuberger Principal Holdings I ("CCNB1"), E2open Holdings, LLC and the other parties thereto (the transactions contemplated thereby, the "Business Combination"), CCNB1 domesticated as a Delaware corporation (the "Domestication") and changed its name to "E2open Parent Holdings, Inc." In connection with the Domestication and the consummation of the Business Combination, and pursuant to a Forward Purchase Agreement with CCNB1, dated April 28, 2020, Neuberger Berman Opportunistic Capital Solutions Master Fund LP ("Master Fund") acquired 20,000,000 shares of Class A common stock and 5,000,000 warrants to purchase one share of Class A common stock ("Warrants"), in a private placement that closed concurrently with the closing of the Business Combination.

2. Master Fund and NBOKS Co-Invest Fund I LP ("Co-Invest Fund") purchased 530,000 and 870,000 shares of Class A common stock, respectively, from the Issuer in a private placement that closed concurrently with the closing of the Business Combination.

3. Neuberger Berman Investment Advisers LLC ("NBIA") serves as investment adviser to each of Master Fund and Co-Invest Fund and, in such capacity, exercises voting or investment power over the shares held directly by Master Fund and Co-Invest Fund. Neuberger Berman Investment Advisers Holdings LLC is the holding company of NBIA and a subsidiary of Neuberger Berman Group LLC.

4. CC Neuberger Principal Holdings I Sponsor LLC ("Sponsor") is controlled by two entities, one of which is Master Fund. Accordingly, the Reporting Persons share voting and dispositive control over the securities held by Sponsor. The reported securities reflect the pecuniary interest of the Reporting Persons in the securities held by the Sponsor. Each of the Reporting Persons disclaim beneficial ownership of the securities held by the Sponsor except to the extent of its pecuniary interest therein.

5. Shares of Series B-1 common stock will automatically convert into shares of Class A common stock on a one-for-one basis upon the five-day volume weighted average trading price of the Class A common stock exceeding $13.50 per share (subject to adjustment). Any shares of Series B-1 common stock that have not converted into shares of Class A common stock by the tenth anniversary of the closing of the Business Combination shall be automatically cancelled.

Remarks:

Master Fund has the contractual right to designate two members to the Issuer's board of directors. Accordingly, each of the Reporting Persons is deemed to be a "director by deputization", as such term is used for purposes of Section 16 of the Exchange Act, of the Issuer.

	/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Group LLC	02/16/2021
	/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers Holdings LLC	02/16/2021
	/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers LLC	02/16/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3: Llc Group Berman Neuberger claimed ownership of 27,783,143 units of Class A common stock