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

Role
Chief Revenue Officer
Signature
/s/ Gary Spiegel, Attorney-in-Fact
Stock symbol
PLAN
Transactions as of
Jun 22, 2022
Transactions value $
-$19,581,131
Form type
4
Date filed
6/27/2022, 09:12 PM
Previous filing
Jun 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PLAN Common Stock Award +10.9K +41.35% 37.4K Jun 22, 2022 Direct F1
transaction PLAN Common Stock Disposed to Issuer -37.4K -100% 0 Jun 22, 2022 Direct F2

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 -$3.43M -53.8K -100% $63.75 0 Jun 22, 2022 Common Stock 53.8K Direct F3
transaction PLAN Restricted Stock Units Disposed to Issuer -$2.42M -38K -100% $63.75 0 Jun 22, 2022 Common Stock 38K Direct F3
transaction PLAN Restricted Stock Units Disposed to Issuer -$1.44M -22.5K -100% $63.75 0 Jun 22, 2022 Common Stock 22.5K Direct F3
transaction PLAN Restricted Stock Units Disposed to Issuer -$3.38M -53K -100% $63.75 0 Jun 22, 2022 Common Stock 0 Direct F4
transaction PLAN Restricted Stock Units Disposed to Issuer -$8.91M -140K -100% $63.75 0 Jun 22, 2022 Common Stock 69.9K Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 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.
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 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.
F4 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.
F5 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.