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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series AA Convertible Preferred Stock, $0.001 par value | (4) | 07/31/2012 | C(4) | 1,058,065 | (4) | (4) | Common Stock | 1,058,065 | $ 0 | 0 | D (1) (2) (3) (5) (6) | ||||
| Series BB Convertible Preferred Stock, $0.001 par value | (4) | 07/31/2012 | C(4) | 267,857 | (4) | (4) | Common Stock | 317,460 | $ 0 | 0 | D (1) (2) (3) (5) (6) | ||||
| Series CC Convertible Preferred Stock, $0.001 par value | (4) | 07/31/2012 | C(4) | 271,687 | (4) | (4) | Common Stock | 321,999 | $ 0 | 0 | D (1) (2) (3) (5) (6) | ||||
| Series D Convertible Preferred Stock, $0.001 par value | (4) | 07/31/2012 | C(4) | 719,149 | (4) | (4) | Common Stock | 719,149 | $ 0 | 0 | D (1) (2) (3) (5) (6) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SEAGATE TECHNOLOGY LLC C/O SEAGATE TECHNOLOGY PLC 10200 S. DE ANZA BOULEVARD CUPERTINO, CA 95014 |
X | |||
| Seagate Technology plc 38/39 FITZWILLIAM SQUARE DUBLIN 2, L2 00000 |
X | |||
| Seagate Technology C/O SEAGATE TECHNOLOGY PLC 10200 S. DE ANZA BOULEVARD PALO ALTO, CA 95014 |
X | |||
| SEAGATE TECHNOLOGY HDD HOLDINGS C/O SEAGATE TECHNOLOGY PLC 10200 S. DE ANZA BOULEVARD CUPERTINO, CA 95014 |
X | |||
| Seagate HDD Cayman C.O SEAGATE TECHNOLOGY PLC 10200 S. DE ANZA BOULEVARD CUPERTINO, CA 95014 |
X | |||
| SEAGATE TECHNOLOGY US HOLDINGS C/O SEAGATE TECHNOLOGY PLC 10200 S. DE ANZA BOULEVARD CUPERTINO, CA 95014 |
X | |||
| /s/ David H. Morton, Jr., Treasurer | 08/01/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reported securities are held directly by Seagate Technology LLC. |
| (2) | This Form 4 is being filed jointly by (i) Seagate Technology PLC, (ii) Seagate Technology, (iii) Seagate Technology HDD Holdings, (iv) Seagate HDD Cayman, (v) Seagate Technology (US) Holdings, Inc. and (vi) Seagate Technology LLC (collectively, the "Reporting Persons"). |
| (3) | Seagate Technology LLC is wholly owned (95% directly and 6% through another subsidiary) by Seagate Technology (US) Holdings, Inc., which is directly wholly owned by Seagate HDD Cayman, which is directly wholly owned by Seagate Technology HDD Holdings, which is directly wholly owned by Seagate Technology, which is directly wholly owned by Seagate Technology PLC. Seagate Technology PLC is a widely held public company which has a twelve-member board of directors and no controlling shareholder. |
| (4) | On July 31, 2012 in connection with the closing of E2open, Inc's (the "Issuer") sale of its Common Stock, par value $0.001 ("Common Stock") in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-179558) under the Securities Act of 1933, as amended, each share of Series AA Convertible preferred stock and Series D Convertible preferred stock automatically converted on a one-for-one basis into shares of the Issuer's Common Stock, and each share of Series BB preferred stock and Series CC preferred stock automatically converted into shares of the Issuer's Common Stock at a conversion rate equal to 1:1.185, and had no expiration date. |
| (5) | In accordance with Instructions 4 and 5(b)(iv), the entire amount of the Issuer's Common Stock held by the Reporting Persons is reported herein. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purposes. |
| (6) | Any disclosures made by a Reporting Person herein with respect to persons or entities other than such Reporting Person are made on information and belief after making inquiry to the appropriate party. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning him or it contained herein, but is not responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. |
| Remarks: Exhibit 99.1 - Joint Filer Information | |