Susan Bennett (CLO) Converts ETWO Holdings After WiseTech Acquisition
Rhea-AI Filing Summary
Event: Susan E. Bennett, Chief Legal Officer, filed a Form 4 reporting transactions dated 08/03/2025 in E2open Parent Holdings, Inc. (ETWO) arising from a Merger Agreement dated May 25, 2025 with WiseTech Global.
Key facts:
- 86,550 Class A common shares were disposed; beneficial ownership of Class A shares is reported as 0 following the transaction.
- 1,094,361 restricted stock units were cancelled and converted into Parent restricted stock units under the merger formula.
- 164,836 options (exercise price $2.73) were cancelled and converted into the right to receive cash equal to the excess of the Per Share Price over the exercise price; the Per Share Price is $3.30.
Positive
- Merger completed with explicit treatment of awards under the Merger Agreement
- $3.30 per share cash consideration specified for cancelled Class A common stock
- RSUs and options were converted under defined formulas, providing contractual clarity
Negative
- Reporting person holds 0 Class A shares following the transaction, indicating full conversion/cancellation
- Company became a wholly owned subsidiary of Parent, removing ETWO from independent public equity (per filing)
Insights
TL;DR Merger closed; insider holdings were cashed out or converted, producing a definitive liquidity outcome for ETWO equity.
The Form 4 documents a transaction date of 08/03/2025 tied to the Merger Agreement dated May 25, 2025. Public Class A shares owned by the reporting person were cancelled and converted into $3.30 per-share cash consideration. Reported equity awards were treated per merger terms: 1,094,361 RSUs converted into Parent restricted stock units using the stated exchange/VWAP formula with fractional rounding down; options (strike $2.73) were converted into cash equal to the excess of the Per Share Price over the exercise price multiplied by the number of option shares. This is a material liquidity event and alters public free float.
TL;DR Form 4 shows standard post-merger treatment: cancellation/conversion of equity awards and zero remaining Class A ownership by the insider.
The filing identifies Susan E. Bennett as the reporting person and Chief Legal Officer. It discloses that at the Effective Time the Company became a wholly owned subsidiary of Parent and outstanding Class A shares and derivative awards were cancelled or converted under the Merger Agreement. RSU conversion mechanics and option cash-conversion formula are explicitly stated, including rounding rules for fractional Parent shares. The disclosure is consistent with contractual merger consideration and required Section 16 reporting.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 1,094,361 | $0.00 | -- |
| Disposition | Option | 164,836 | $0.00 | -- |
| Disposition | Class A Common Stock | 86,550 | $3.30 | $286K |
Footnotes (1)
- 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, (Continued from footnote 1) 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"), and at the effective time of the Mergers (the "Effective Time") each issued and outstanding share of the Class A common stock of the Company, par value $0.0001 per share (the "Class A Common Stock") owned by the reporting person were previously reported and vested, were cancelled and converted into the right to receive $3.30 per share in cash without interest thereon (the "Per Share Price"). Pursuant to the Merger Agreement, each such restricted stock unit was at the Effective Time, automatically cancelled and converted into a Parent restricted stock unit award covering the number of Parent ordinary shares equal to the product of (A) the quotient obtained by dividing (a) the Per Share Price by (b) the product of (i) the average exchange rate for Australian dollars to U.S. dollars over the ten consecutive trading days ending with the complete trading day immediately before the closing date of the Company Merger ("Closing Date") and (ii) the volume weighted average trading price in Australian dollars for Parent's ordinary shares on the Australian Securities Exchange over the same ten consecutive trading days ending with the complete trading day immediately before the Closing Date and (Continued from footnote 3) (B) the number of shares of Class A Common Stock underlying such restricted stock unit, with any resulting factional number of Parent ordinary shares rounded down to the next whole number and generally subject to the same terms and conditions, including vesting terms. The reported options were, at the Effective Time, cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Class A Common Stock subject to such options and (ii) the excess, of the Per Share Price over the exercise price per share of such options.
