Insight Holdings Group, LLC Form 4 Filed 2025-08-05

FORM 4

☒	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person ^*

Insight Holdings Group, LLC

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

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

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

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2025

(Street)

NEW YORK, NY 10036

(City)

(State)

(Zip)

4. If Amendment, Date 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 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)
Common Stock	08/03/2025		S		29,628,506	D	$3.3⁽⁶⁾	0	I	See Footnote⁽¹⁾
Common Stock	08/03/2025		S		8,391,675	D	$3.3⁽⁶⁾	0	I	See Footnote⁽²⁾
Common Stock	08/03/2025		S		1,789,373	D	$3.3⁽⁶⁾	0	I	See Footnote⁽³⁾
Common Stock	08/03/2025		S		5,220,857	D	$3.3⁽⁶⁾	0	I	See Footnote⁽⁴⁾
Common Stock	08/03/2025		S		4,800,596	D	$3.3⁽⁶⁾	0	I	See Footnote⁽⁵⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036	X	X
Insight E2open Aggregator, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036	X	X
Insight Venture Partners (Cayman) IX, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036	X	X
Insight Venture Partners (Delaware) IX, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036	X	X
Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036	X	X
Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036	X	X
Insight Venture Associates IX, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036	X	X
Insight Venture Associates IX, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036	X	X
Insight Venture Associates Growth-Buyout Coinvestment, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036	X	X
Insight Venture Associates Growth-Buyout Coinvestment Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036	X	X

Explanation of Responses:

1.	See Exhibit 99.1
2.	See Exhibit 99.1
3.	See Exhibit 99.1
4.	See Exhibit 99.1
5.	See Exhibit 99.1
6.	See Exhibit 99.1
Remarks: Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information

	Signatures
	/s/ Andrew Prodromos	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Exhibit 99.1

EXPLANATION OF RESPONSES

(1)	Held directly by Insight E2open Aggregator, LLC

(2)	Held directly by Insight Venture Partners (Cayman) IX, L.P.

(3)	Held directly by Insight Venture Partners (Delaware) IX, L.P.

(4)	Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P.

(5)	Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P.

(6)

Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated May 25, 2025, by and among E2open Parent Holdings, Inc., a Delaware corporation (the “Company”), E2open Holdings, LLC, a Delaware limited liability company (“Holdings”), WiseTech Global Limited, an Australian public company limited by shares (“Parent”), Emerald Parent Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Company Merger Sub”) and Emerald Holdings Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Holdings Merger Sub”), Company Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (such merger, the “Company Merger”) and Holdings Merger Sub merged with and into Holdings, with Holdings surviving as wholly owned subsidiary of Parent (such merger, the “Holdings Merger” and together with the Company Merger, the “Mergers”) with the Company surviving the Mergers as a wholly owned subsidiary of Parent, and at the time of the Mergers (the “Effective Time”) each issued and outstanding share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) owned by the reporting person was cancelled and converted into the right to receive $3.30 per share in cash without interest thereon.

EXHIBIT 99.2

JOINT FILERS’ SIGNATURES

INSIGHT E2OPEN AGGREGATOR, LLC

By:	/s/Andrew Prodromos	Date:	08/5/2025
Name:	Andrew Prodromos
Title:	Authorized Signatory

INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P.
By: Insight Venture Associates IX, L.P., its general partner
By: Insight Venture Associates IX, Ltd., its general partner

By:	/s/Andrew Prodromos	Date:	08/5/2025
Name:	Andrew Prodromos
Title:	Authorized Officer

INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P.
By: Insight Venture Associates IX, L.P., its general partner
By: Insight Venture Associates IX, Ltd., its general partner

By:	/s/Andrew Prodromos	Date:	08/5/2025
Name:	Andrew Prodromos
Title:	Authorized Officer

INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (CAYMAN), L.P.
By: Insight Venture Associates Growth-Buyout Coinvestment, L.P.,
its general partners
By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd.,
its general partners

By:	/s/Andrew Prodromos	Date:	08/5/2025
Name:	Andrew Prodromos
Title:	Authorized Officer

INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (DELAWARE), L.P.
By: Insight Venture Associates Growth-Buyout Coinvestment, L.P.,
its general partners
By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd.,
its general partners

By:	/s/Andrew Prodromos	Date:	08/5/2025
Name:	Andrew Prodromos
Title:	Authorized Officer

INSIGHT VENTURE ASSOCIATES IX, L.P.
By: Insight Venture Associates IX, Ltd., its general partners

By:	/s/Andrew Prodromos	Date:	08/5/2025
Name:	Andrew Prodromos
Title:	Authorized Officer

INSIGHT VENTURE ASSOCIATES IX, LTD.

By:	/s/Andrew Prodromos	Date:	08/5/2025
Name:	Andrew Prodromos
Title:	Authorized Officer

Add Insight Venture Associates Growth-Buyout Coinvestment, L.P.

INSIGHT VENTURE ASSOCIATES GROWTH BUYOUT COINVESTMENT, LTD.

By:	/s/Andrew Prodromos	Date:	08/5/2025
Name:	Andrew Prodromos
Title:	Authorized Officer

INSIGHT HOLDINGS GROUP, LLC

By:	/s/Andrew Prodromos	Date:	08/5/2025
Name:	Andrew Prodromos
Title:	Authorized Officer

EXHIBIT 99.3

JOINT FILER INFORMATION

Insight E2open Aggregator, LLC is owned by Insight Venture Partners IX, L.P., Insight Venture Partners IX (Co-Investors), L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. and Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P., and is managed by Insight Venture Partners IX, L.P. The general partner of each of Insight Venture Partners IX, L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners (Delaware) IX, L.P. and Insight Venture Partners IX (Co-Investors) is Insight Venture Associates IX, L.P., and the general partner of Insight Venture Associates IX, L.P. is Insight Venture Associates IX, Ltd. The general partner of each of Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. and Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. is Insight Venture Associates Growth-Buyout Coinvestment, L.P., and the general partner of Insight Venture Associates Growth-Buyout Coinvestment, L.P. is Insight Venture Associates Growth-Buyout Coinvestment, Ltd. The sole shareholder of each of Insight Venture Associates IX, Ltd. and Insight Venture Associates Growth-Buyout Coinvestment, Ltd. is Insight Holdings Group, LLC (“Holdings”).

0 shares of common stock are held of record by Insight E2open Aggregator, LLC, Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners (Delaware) IX, L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. and Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (collectively, the "Insight Shareholders").

Each of Insight Holdings Group, LLC, Insight Venture Associates IX, Ltd., Insight Venture Associates IX, L.P., Insight Venture Associates Growth-Buyout Coinvestment, Ltd. and Insight Venture Associates Growth-Buyout Coinvestment, L.P. disclaims beneficial ownership of the securities held by the Insight Shareholders except to the extent of their respective pecuniary interest therein and this report shall not be deemed an admission that any of such Reporting Persons is the beneficial owner of the shares held by the Insight Shareholders.

Each of Jeffrey Horing, Deven Parekh, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held of record by the Insight Shareholders. Each of Messrs. Horing, Parekh, Triplett and Lieberman disclaims beneficial ownership of the shares held by the Insight Shareholders except to the extent of his pecuniary interest therein.

The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Partners, 1114 Avenue of the Americas, 36^th Floor, New York, New York 10036.