SEC FORM 4

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^*

CALDERONI FRANK

(Last)

(First)

(Middle)

C/O ANAPLAN, INC.

50 HAWTHORNE STREET

(Street)

SAN FRANCISCO

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)
03/10/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2022		S⁽¹⁾		15,236	D	$47.3652⁽²⁾	456,223	I	By Trust⁽³⁾
Common Stock	03/10/2022		S⁽¹⁾		14,764	D	$47.8781⁽⁴⁾	441,459	I	By Trust⁽³⁾
Common Stock	03/10/2022		M		51,112⁽⁵⁾	A	⁽⁵⁾	765,447	D
Common Stock	03/11/2022		S		23,352⁽⁶⁾	D	$45.9304	742,095	D
Common Stock	03/10/2022		M		9,759⁽⁷⁾	A	⁽⁷⁾	751,854	D
Common Stock	03/11/2022		S		5,065⁽⁶⁾	D	$45.9339	746,789	D
Common Stock	03/10/2022		M		8,362⁽⁸⁾	A	⁽⁸⁾	755,151	D
Common Stock	03/11/2022		S		4,340⁽⁶⁾	D	$45.9345	750,811	D
Common Stock	03/10/2022		M		4,327⁽⁹⁾	A	⁽⁹⁾	755,138	D
Common Stock	03/11/2022		S		2,246⁽⁶⁾	D	$45.9362	752,892	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	03/10/2022		M			51,112	⁽⁵⁾	⁽⁵⁾	Common Stock	51,112	$0	102,225	D
Restricted Stock Units	⁽⁷⁾	03/10/2022		M			9,759	⁽⁷⁾	⁽⁷⁾	Common Stock	9,759	$0	48,798	D
Restricted Stock Units	⁽⁸⁾	03/10/2022		M			8,362	⁽⁸⁾	⁽⁸⁾	Common Stock	8,362	$0	66,892	D
Restricted Stock Units	⁽⁹⁾	03/10/2022		M			4,327	⁽⁹⁾	⁽⁹⁾	Common Stock	4,327	$0	51,926	D

Explanation of Responses:

1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $46.73 to $47.72, inclusive. The Reporting Person undertakes to provide to 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 range(s) set forth in this footnote of this Form 4.

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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $47.73 to $48.07, inclusive. The Reporting Person undertakes to provide to 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 range(s) set forth in this footnote of this Form 4.

5. The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. 50% of the RSUs vested on September 10, 2020, with the remainder vesting in equal quarterly installments thereafter provided that the Reporting Person remains in continuous service on each vesting date. Unless otherwise provided, on each vesting date shares of Common Stock will automatically be sold to satisfy the Reporting Person's tax withholding obligations in a non-discretionary transaction.

6. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

7. 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 RSUs vest quarterly over 4 years with the first vest date on September 10, 2019, provided that the Reporting Person remains in continuous service on each vesting date. Unless otherwise provided, on each vesting date shares of Common Stock will automatically be sold to satisfy the Reporting Person's tax withholding obligations in a non-discretionary transaction.

8. 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 RSUs vest quarterly over 4 years with the first vest date on June 10, 2020, provided that the Reporting Person remains in continuous service on each vesting date. Unless otherwise provided, on each vesting date shares of Common Stock will automatically be sold to satisfy the Reporting Person's tax withholding obligations in a non-discretionary transaction.

9. The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock foreach RSU. The RSUs vest quarterly over 4 years with the first vest date on June 10, 2021, provided that the Reporting Person remains incontinuous service on each vesting date. Unless otherwise provided, on each vesting date shares of Common Stock will automatically be sold tosatisfy the Reporting Person's tax withholding obligations in a non-discretionary transaction.

Remarks:

	/s/ Gary Spiegel, Attorney-in-Fact	03/14/2022
	** 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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