Frank Calderoni - Jun 22, 2022 Form 4 Insider Report for Anaplan, Inc. (PLAN)

Role: Chairman and CEO, Director
Signature: /s/ Gary Spiegel, Attorney-in-Fact
Stock symbol: PLAN
Transactions as of: Jun 22, 2022
Transactions value $: -$149,909,978
Form type: 4
Date filed: 6/27/2022, 09:11 PM
Previous filing: Jun 14, 2022
Next filing: Apr 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PLAN	Common Stock	Award		+69.2K	+8.76%		859K	Jun 22, 2022	Direct	F1
transaction	PLAN	Common Stock	Disposed to Issuer		-859K	-100%		0	Jun 22, 2022	Direct	F2
transaction	PLAN	Common Stock	Disposed to Issuer		-381K	-100%		0	Jun 22, 2022	By trust	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PLAN	Stock Option (right to buy)	Disposed to Issuer	-$94.5M	-1.6M	-100%	$58.92	0	Jun 22, 2022	Common Stock	1.6M	$4.83	Direct	F4
transaction	PLAN	Stock Option (right to buy)	Disposed to Issuer	-$35.4M	-682K	-100%	$51.89	0	Jun 22, 2022	Common Stock	682K	$11.86	Direct	F5
transaction	PLAN	Restricted Stock Units	Disposed to Issuer	-$3.26M	-51.1K	-100%	$63.75	0	Jun 22, 2022	Common Stock	51.1K		Direct	F6
transaction	PLAN	Stock Option (right to buy)	Disposed to Issuer	-$3.04M	-121K	-100%	$25.14	0	Jun 22, 2022	Common Stock	121K	$38.61	Direct	F7
transaction	PLAN	Restricted Stock Units	Disposed to Issuer	-$2.49M	-39K	-100%	$63.75	0	Jun 22, 2022	Common Stock	39K		Direct	F8
transaction	PLAN	Stock Option (right to buy)	Disposed to Issuer	-$4.43M	-170K	-100%	$26.14	0	Jun 22, 2022	Common Stock	170K	$37.61	Direct	F9
transaction	PLAN	Restricted Stock Units	Disposed to Issuer	-$3.73M	-58.5K	-100%	$63.75	0	Jun 22, 2022	Common Stock	58.5K		Direct	F10
transaction	PLAN	Restricted Stock Units	Disposed to Issuer	-$3.03M	-47.6K	-100%	$63.75	0	Jun 22, 2022	Common Stock	47.6K		Direct	F11

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Frank Calderoni is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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.
F6	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.
F7	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.
F8	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.
F9	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.
F10	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.
F11	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.