Anaplan (PLAN) Form 4 Anaplan / Rob Ward 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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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^*

Ward Rob

(Last) (First) (Middle)

C/O MERITECH CAPITAL PARTNERS

245 LYTTON AVENUE, #125

(Street)

PALO ALTO CA 94301

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2019

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								55,967(1)	D
Common Stock	12/20/2019		S		145,732	D	$53.002(2)	5,269,089	I	By Meritech Capital Partners IV L.P.(3)
Common Stock	12/20/2019		S		3,599	D	$53.002(2)	130,122	I	By Meritech Capital Affiliates IV L.P.(3)
Common Stock	12/23/2019		S		1,412	D	$53	5,267,677	I	By Meritech Capital Partners IV L.P.(3)
Common Stock	12/23/2019		S		35	D	$53	130,087	I	By Meritech Capital Affiliates IV L.P.(3)
Common Stock	12/24/2019		S		48,012	D	$53.012(4)	5,219,665	I	By Meritech Capital Partners IV L.P.(3)
Common Stock	12/24/2019		S		1,186	D	$53.012(4)	128,901	I	By Meritech Capital Affiliates IV L.P.(3)
Common Stock	12/26/2019		S		18,760	D	$53.093(5)	5,200,905	I	By Meritech Capital Partners IV L.P.(3)
Common Stock	12/26/2019		S		461	D	$53.093(5)	128,440	I	By Meritech Capital Affiliates IV L.P.(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

Explanation of Responses:

1. Consists of shares received from an in-kind distribution, and not a purchase or sale, without additional consideration paid, and is therefore merely a change in form of beneficial ownership and an exempt, non-matchable acquisition pursuant to Section 16(b).

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.04, inclusive. The Reporting Person undertakes to provide to Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. Meritech Capital Associates IV L.L.C. (the "General Partner") is the general partner of Meritech Capital Partners IV L.P. ("MCP IV") and Meritech Capital Affiliates IV L.P. ("MCA IV"). Robert Ward, a member of the Issuer's board of directors, is one of several managing members of the general partner of MCP IV and MCA IV, which directly hold these shares, and as such Mr. Ward may be deemed to have voting and investment power with respect to such shares. Mr. Ward disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of any pecuniary interest therein.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.0425, inclusive. The Reporting Person undertakes to provide to Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.29, inclusive. The Reporting Person undertakes to provide to Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Joel Backman, Attorney-in-fact for Rob Ward	12/26/2019
	** 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).
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