Vikas D. Mehta - Jun 22, 2022 Form 4 Insider Report for Anaplan, Inc. (PLAN)

Role: Chief Financial Officer
Signature: /s/ Gary Spiegel, Attorney-in-Fact
Stock symbol: PLAN
Transactions as of: Jun 22, 2022
Transactions value $: -$14,259,090
Form type: 4
Date filed: 6/27/2022, 09:08 PM
Previous filing: Jun 14, 2022
Next filing: Aug 27, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PLAN	Common Stock	Disposed to Issuer		-49.4K	-100%		0	Jun 22, 2022	Direct	F1

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	Restricted Stock Units	Disposed to Issuer	-$5.82M	-91.3K	-100%	$63.75	0	Jun 22, 2022	Common Stock	91.3K		Direct	F2
transaction	PLAN	Restricted Stock Units	Disposed to Issuer	-$8.44M	-132K	-100%	$63.75	0	Jun 22, 2022	Common Stock	132K		Direct	F2

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

Vikas D. Mehta is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.