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^*

Chu Chinh

(Last)

(First)

(Middle)

C/O CC NEUBERGER PRINCIPAL HOLDINGS I

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK

10166

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CC Neuberger Principal Holdings I [ ETWO ]

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)
02/04/2021

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)
Class A common stock	02/04/2021		J⁽¹⁾		6,383,143	A	⁽¹⁾	6,383,143	I	By CC Neuberger Principal Holdings I Sponsor LLC⁽²⁾
Class A common stock	02/04/2021		A⁽³⁾		950,000	A	$10	7,333,143	I	By CC NB Sponsor I Holdings LLC⁽³⁾

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)
Series B-1 common stock	⁽⁴⁾	02/04/2021		J⁽¹⁾		1,241,857		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,241,857	⁽⁴⁾	1,241,857	I	By CC Neuberger Principal Holdings I Sponsor LLC⁽²⁾
Warrants to purchase Class A common stock	$11.5	02/04/2021		J⁽⁵⁾		5,140,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,140,000	$1	5,140,000	I	By CC Neuberger Principal Holdings I Sponsor LLC⁽²⁾

Explanation of Responses:

1. In connection with the 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." ("E2open"). In connection with the Domestication, CC Neuberger Principal Holdings I Sponsor LLC's (the "Sponsor") Class B ordinary shares, par value $0.0001 per share, of CCNB1, which were previously convertible into Class A ordinary shares of CCNB1, were automatically converted into shares of Class A common stock of E2open, par value $0.0001 per share, on a one-for-one basis, other than 2,483,714 Class A ordinary shares that automatically converted into shares of Series B-1 common stock of E2open, par value $0.0001 per share, on a one-for-one basis.

2. The reported securities are held by the Sponsor, which became controlled by an affiliate of the reporting person in connection with the consummation of the Business Combination. The reported securities reflect the pecuniary interest of the reporting person in the securities held by the Sponsor; the reporting person disclaims beneficial ownership of the securities held by the Sponsor except to the extent of its respective pecuniary interest therein.

3. The reported securities are held by CC NB Sponsor I Holdings LLC ("CC"), which purchased 950,000 shares of Class A common stock from the company in a private placement that closed concurrently with the closing of the Business Combination. The reporting person controls in CC and is therefore deemed to be the beneficial owner of such securities. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such reporting person is the beneficial owner of any securities covered by this Form 4.

4. Shares of Series B-1 common stock convert into shares of Class A common stock on a 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. 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.

5. Pursuant to the Private Placement Warrant Purchase Agreement, dated as of April 23, 2020, by and between CCNB1 and the Sponsor, the Sponsor purchased warrants to purchase Class A ordinary shares, which following the Domestication entitle the Sponsor to purchase shares of Class A common stock of E2open (the "Private Placement Warrants") for a price of $1.00 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants became exercisable, beginning 30 days after the closing of the Business Combination, for one share of Class A common stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination.

	/s/ Douglas Newton, Attorney-in-Fact for Chinh E. Chu	02/08/2021
	** 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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