0000899243-22-024293.txt : 20220627 0000899243-22-024293.hdr.sgml : 20220627 20220627211237 ACCESSION NUMBER: 0000899243-22-024293 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220622 FILED AS OF DATE: 20220627 DATE AS OF CHANGE: 20220627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schuh William CENTRAL INDEX KEY: 0001878508 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38698 FILM NUMBER: 221046322 MAIL ADDRESS: STREET 1: 50 HAWTHORNE STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Anaplan, Inc. CENTRAL INDEX KEY: 0001540755 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 270897861 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 50 HAWTHORNE STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-742-8199 MAIL ADDRESS: STREET 1: 50 HAWTHORNE STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-06-22 1 0001540755 Anaplan, Inc. PLAN 0001878508 Schuh William C/O ANAPLAN, INC. 50 HAWTHORNE STREET SAN FRANCISCO CA 94105 0 1 0 0 Chief Revenue Officer Common Stock 2022-06-22 4 A 0 10932 A 37372 D Common Stock 2022-06-22 4 D 0 37372 D 0 D Restricted Stock Units 2022-06-22 4 D 0 53847 63.75 D Common Stock 53847 0 D Restricted Stock Units 2022-06-22 4 D 0 38030 63.75 D Common Stock 38030 0 D Restricted Stock Units 2022-06-22 4 D 0 22547 63.75 D Common Stock 22547 0 D Restricted Stock Units 2022-06-22 4 D 0 53031 63.75 D Common Stock 0 0 D Restricted Stock Units 2022-06-22 4 D 0 139700 63.75 D Common Stock 69850 0 D Represents 3,644 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 7,288 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. 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. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Common Stock. The RSUs were subject to performance-based and/or service-based vesting conditions, some or all of which were accelerated immediately prior to the Effective Time. Pursuant to the Merger Agreement, each outstanding RSU was cancelled and converted into a right to receive a cash payment equal to $63.75. Following the Effective Time, the cash payments relating to the unvested RSUs shall be subject to the Reporting Person's continued service with the Company. The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs, which were subject to service-based conditions with one-eighth of the RSUs vesting on December 10, 2022 and the remainder vesting in 14 equal quarterly installments. Pursuant to the Merger Agreement, each outstanding RSU was cancelled and converted into a right to receive a cash payment equal to $63.75. Following the Effective Time, the cash payments relating to the unvested RSUs shall be subject to the Reporting Person's continued service with the Company. The Reporting Person was granted PSUs, each of which represents a contingent right to receive one share of Common Stock. The PSUs were subject to service-based and performance-based vesting conditions, some or all of which were accelerated immediately prior to the Effective Time. Pursuant to the Merger Agreement, each outstanding PSU was cancelled and converted into a right to receive a cash payment equal to $63.75. Following the Effective Time, the cash payments relating to the unvested PSUs shall be subject to the Reporting Person's continued service with the Company. 69,850 PSUs subject to award were cancelled for no consideration. /s/ Gary Spiegel, Attorney-in-Fact 2022-06-27