SEC Form 4: Pinczuk Ana G. was granted 11,661 shares and returned 91,871 shares to the company, closing all direct ownership in the company
$PLAN
Computer Software: Prepackaged Software
Technology
| 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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Anaplan, Inc. [ PLAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
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)
|
|||||||||||||||||||||||||
| 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 | 11,661(1) | A | (1) | 91,871 | D | |||
| Common Stock | 06/22/2022 | D | 91,871 | D | (2) | 0 | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $39.12 | 06/22/2022 | D | 70,000 | (3)(4) | 02/27/2027 | Common Stock | 70,000(3)(4) | $24.63(3)(4) | 0 | D | ||||
| Restricted Stock Units | (5) | 06/22/2022 | D | 45,575 | (5) | (5) | Common Stock | 45,575(5) | $63.75 | 0 | D | ||||
| Stock Option (right to buy) | $38.61 | 06/22/2022 | D | 46,713 | (3) | 05/22/2029 | Common Stock | 46,713(3) | $25.14(3) | 0 | D | ||||
| Stock Option (right to buy) | $37.61 | 06/22/2022 | D | 58,033 | (3)(4) | 03/09/2030 | Common Stock | 58,033(3)(4) | $26.14(3)(4) | 0 | D | ||||
| Restricted Stock Units | (5) | 06/22/2022 | D | 20,024 | (5) | (5) | Common Stock | 20,024(5) | $63.75 | 0 | D | ||||
| Restricted Stock Units | (5) | 06/22/2022 | D | 24,050 | (5) | (5) | Common Stock | 24,050(5) | $63.75 | 0 | D | ||||
| Restricted Stock Units | (5) | 06/22/2022 | D | 53,847 | (5) | (5) | Common Stock | 53,847(5) | $63.75 | 0 | D | ||||
| Restricted Stock Units | (6) | 06/22/2022 | D | 45,455 | (6) | (6) | Common Stock | 0(6) | $63.75 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents 3,877 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 7,774 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. |
| 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 Reporting Person was granted a Stock Option to purchase Company Common Stock. The Stock Option was subject to service-based vesting conditions, some or all of which were accelerated immediately prior to the Effective Time. Pursuant to the Merger Agreement, each outstanding Stock Option was cancelled and converted into a right to receive a cash payment equal to the product obtained by multiplying (i) 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 by (ii) the total number of shares of Company Common Stock underlying such Stock Option. |
| 4. (continued from Footnote 3) Following the Effective Time, the cash payments relating to the unvested shares underlying the Stock Option shall be subject to the Reporting Person's continued service with the Company through the applicable vesting dates that would have otherwise applied to the corresponding Stock Option. |
| 5. 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. |
| 6. 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. |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||