SEC FORM 4

SEC FORM 4 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

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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^*

Elliott Investment Management L.P.

(Last)

(First)

(Middle)

PHILLIPS POINT, EAST TOWER

777 SOUTH FLAGER DRIVE, SUITE 1000

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Notional Derivative Agreements (obligation to sell)⁽³⁾	⁽³⁾	03/15/2021		J/K⁽³⁾		1⁽³⁾		⁽³⁾	⁽³⁾	Class A Common Stock	6,401	⁽³⁾	1⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾
Notional Derivative Agreements (obligation to sell)⁽⁴⁾	⁽⁴⁾	03/15/2021		J/K⁽⁴⁾		1⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	55,540	⁽⁴⁾	1⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾
Notional Derivative Agreements (obligation to sell)⁽⁵⁾	⁽⁵⁾	03/16/2021		J/K⁽⁵⁾		1⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	150,000	⁽⁵⁾	1⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾
Notional Derivative Agreements (obligation to sell)⁽⁶⁾	⁽⁶⁾	03/17/2021		J/K⁽⁶⁾		1⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	250,000	⁽⁶⁾	1⁽⁶⁾	I	See footnotes⁽¹⁾⁽²⁾
Notional Derivative Agreements (obligation to sell)⁽⁷⁾	⁽⁷⁾	03/17/2021		J/K⁽⁷⁾		1⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	167,927	⁽⁷⁾	1⁽⁷⁾	I	See footnotes⁽¹⁾⁽²⁾

Explanation of Responses:

1. This Form 4 is being filed by Elliott Investment Management L.P., a Delaware limited partnership ("EIM" or the "Reporting Person"), the investment manager of Elliott Associates, L.P., a Delaware limited partnership ("Elliott") and Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International" and together with Elliott, the "Elliott Funds"), with respect to securities held by the Elliott Funds and/or their respective subsidiaries.

2. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

3. The Elliott Funds entered into certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $9.91. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of March 15, 2023.

4. The Elliott Funds entered into certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $9.90. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of March 15, 2023.

5. The Elliott Funds entered into certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $9.88. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of March 16, 2023.

6. The Elliott Funds entered into certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $10.04. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of March 17, 2023.

7. The Elliott Funds entered into certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $10.39. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of March 17, 2023.

	Elliott Investment Management L.P. /s/ Elliot Greenberg, Vice President	03/17/2021
	** 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 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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