Calderoni Frank Form 4 Anaplan / FRANK CALDERONI ownership change

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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X

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^*

CALDERONI FRANK

(Last) (First) (Middle)

C/O ANAPLAN, INC.

50 HAWTHORNE STREET

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Anaplan, Inc. [ PLAN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2022

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	06/22/2022		A		69,234(1)	A	(1)	859,484	D
Common Stock	06/22/2022		D		859,484	D	(2)	0	D
Common Stock	06/22/2022		D		381,459	D	(2)	0	I	By trust(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$4.83	06/22/2022		D			1,604,297	(4)	01/19/2027	Common Stock	1,604,297(4)	$58.92(4)	0	D
Stock Option (right to buy)	$11.86	06/22/2022		D			682,200	(5)	08/30/2028	Common Stock	682,200(5)	$51.89(5)	0	D
Restricted Stock Units	(6)	06/22/2022		D			51,112	(6)	(6)	Common Stock	51,112(6)	$63.75	0	D
Stock Option (right to buy)	$38.61	06/22/2022		D			120,859	(7)	05/22/2029	Common Stock	120,859(7)	$25.14(7)	0	D
Restricted Stock Units	(8)	06/22/2022		D			39,038	(8)	(8)	Common Stock	39,038(8)	$63.75	0	D
Stock Option (right to buy)	$37.61	06/22/2022		D			169,635	(9)	03/09/2030	Common Stock	169,635(9)	$26.14(9)	0	D
Restricted Stock Units	(10)	06/22/2022		D			58,531	(10)	(10)	Common Stock	58,531(10)	$63.75	0	D
Restricted Stock Units	(11)	06/22/2022		D			47,598	(11)	(11)	Common Stock	47,598(11)	$63.75	0	D

Explanation of Responses:

1. Represents 34,617 shares of the Issuer's common stock awarded to the Reporting Person upon the vesting of a portion of an award of performance stock units ("PSUs") in connection with the closing of the transactions contemplated by the Merger Agreement (as defined below) and an additional 34,617 PSUs subject to the award that were converted into a right to receive a cash payment equal to product of $63.75 and that number of PSUs , subject to the Reporting Person's continued service with the Company less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of the award was accelerated.

2. The shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of March 20, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger, dated as of June 6, 2022 (the "Merger Agreement") by and among the Issuer, Anaplan Holdings, LLC (f/k/a Alpine Parent, LLC), a Delaware limited liability company, and Alpine Merger Sub, Inc., a Delaware corporation, whereby, immediately prior to the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were converted into the right to receive $63.75 per share in cash and, when so converted, automatically cancelled.

3. The shares are held by the Frank Calderoni & Brenda Zawatski Living Trust U/A/D 3/11/05, of which the Reporting Person and his wife are trustees and beneficiaries.

4. The Stock Option, which provided for service-based vesting over four-years with 25% vesting on January 20, 2018, with the remainder exercisable in 36 equal monthly installments thereafter, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the $63.75 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment.

5. The Stock Option provided for service-based vesting with 50% of the shares vesting on September 10, 2020 and the remainder in 24 equal monthly installments thereafter. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the Stock Option were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the Stock Option and the $63.75 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.

6. The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. The RSU was subject to service-based vesting conditions with 50% of the shares vesting on September 10, 2020 and the remainder vesting in equal quarterly installments. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the RSU were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive a cash payment equal to the product of $63.75 and the number of vested shares of the Issuer's Common Stock subject to the RSU, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.

7. The Stock Option provided for service-based vesting over four-years in equal quarterly installments commencing on September 10, 2019. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the Stock Option were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the Stock Option and the $63.75 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.

8. The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSU was subject to service-based vesting conditions over a four-year period in equal quarterly installments commencing on September 10, 2019. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the RSU were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive a cash payment equal to the product of $63.75 and the number of vested shares of the Issuer's Common Stock subject to the RSU, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.

9. The Stock Option which provided for service-based vesting over four-years in 48 equal monthly installments commencing on April 9, 2020. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the Stock Option were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the Stock Option and the $63.75 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.

10. The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSU was subject to service-based vesting conditions over a four-year period in equal quarterly installments commencing on June 10, 2020. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the RSU were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive a cash payment equal to the product of $63.75 and the number of vested shares of the Issuer's Common Stock subject to the RSU, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.

11. The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSU was subject to service-based vesting conditions over a four-year period in equal quarterly installments commencing on June 10, 2021. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the RSU were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive a cash payment equal to the product of $63.75 and the number of vested shares of the Issuer's Common Stock subject to the RSU, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.

Remarks:

	/s/ Gary Spiegel, Attorney-in-Fact	06/27/2022
	** 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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