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Form 4 E2open Inc For: Mar 26 Filed by: MUMFORD JOHN BREESE

March 27, 2015 6:35 PM EDT
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
MUMFORD JOHN BREESE
(Last) (First) (Middle)
C/O E2OPEN, INC.
4100 EAST THIRD AVENUE, SUITE 400
(Street)
FOSTER CITY CA 94404
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
E2open Inc [ EOPN ] 		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)
03/26/2015
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)
Code V Amount (A) or (D) Price
Common Stock 03/26/2015   U   1,505,882 D (1) 0 I See Footnote (2)
Common Stock 03/26/2015   U   172,701 D (1) 0 I See Footnote (3)
Common Stock 03/26/2015   U   1,874,386 D (1) 0 I See Footnote (4)
Common Stock 03/26/2015   U   433,138 D (1) 0 I See Footnote (5)
Common Stock 03/26/2015   U   1,188 D (1) 0 I See Footnote (6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director RSU (7) 03/26/2015   D     10,600   (8) 05/02/2024 Common Stock 10,600 (7) 0 D  
Explanation of Responses:
1. Shares of Common Stock tendered in the tender offer launched by Eagle Acquisition Sub, Corp. on February 26, 2015 pursuant to that certain Agreement and Plan of Merger, dated February 4, 2015, between E2open, Inc., Eagle Parent Holdings, LLC and Eagle Acquisition Sub, Corp. (the "Merger Agreement"), to acquire all of the outstanding shares of common stock of E2open, Inc., par value $0.001 per share, at a purchase price of $8.60 per share (the "Offer Price"), net to the seller in cash, without interest and less any required withholding taxes.
2. The reported securities are held directly by Crosspoint Venture Partners 2000 (Q), L.P. (CVP 2000 (Q)). John B. Mumford, as a Managing General Partner of Crosspoint Associates 2000, L.L.C. (Crosspoint Associates), the general partner of CVP 2000 (Q), may be deemed to have sole voting and dispositive power with respect to shares held by CVP 2000 (Q). Each of these entities disclaims beneficial ownership of the securities held by CVP 2000 (Q) except to the extent of any pecuniary interest therein.
3. The reported securities are held directly by Crosspoint Venture Partners 2000, L.P. (CVP 2000). John B. Mumford, as a Managing General Partner of Crosspoint Associates 2000, L.L.C. (Crosspoint Associates), the general partner of CVP 2000, may be deemed to have sole voting and dispositive power with respect to shares held by CVP 2000. Each of these entities disclaims beneficial ownership of the securities held by CVP 2000 except to the extent of any pecuniary interest therein.
4. The reported securities are held by Mumford Family Trust, TTEES John B. Mumford and Christine Mumford.
5. The reported securities are held directly by Mumford Lana'i LLC. John B. Mumford, as a Managing Member of Mumford Lana'i LLC, may be deemed to have sole voting and dispositive power with respect to shares held by Mumford Lana'i LLC. John B. Mumford disclaims beneficial ownership of the securities held by Mumford Lana'i LLC except to the extent of any pecuniary interest therein.
6. The reported securities are held directly by Mumford CVP 2000 L.P. John B. Mumford, as a Managing General Partner of Mumford CVP 2000, L.P., may be deemed to have sole voting and dispositive power with respect to shares held by Mumford CVP 2000 L.P. except to the extent of any pecuniary interest therein.
7. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $91,160, which is the product of the total number of shares subject to such restricted stock units multiplied by the Offer Price.
8. The reported security was approved by the Board of Directors on May 2, 2014. The RSU's were scheduled to vest on the earlier of one (1) year from the grant date or the day before the annual meeting of the stockholders of the Company occurring in calendar year 2015, subject to Mr. Mumford remaining a member of the Company's board of directors through the applicable vesting date.
/s/ Peter J Maloney, by power of attorney 03/27/2015
** 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).
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.

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