Sec Form 4 Filing - Ward Rob @ Anaplan, Inc. - 2019-06-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ward Rob 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MERITECH CAPITAL PARTNERS, 245 LYTTON AVENUE, #125 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2019 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 13,369 ( 1 ) D Common Stock 181,476 ( 2 ) I By Meritech Capital Affiliates IV L.P. ( 3 ) Common Stock 7,348,686 ( 2 ) I By Meritech Capital Partners IV L.P. ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 4 ) 06/05/2019 A 3,602 ( 4 ) ( 4 ) Common Stock 3,602 $ 0 3,602 D Stock Option (right to buy) $ 44.63 06/05/2019 A 2,593 ( 5 ) 06/05/2029 Common Stock 2,593 $ 0 2,593 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ward Rob C/O MERITECH CAPITAL PARTNERS 245 LYTTON AVENUE, #125 PALO ALTO, CA94301 X Signatures /s/ Suhani Akhare, Attorney-in-Fact 06/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of shares received from an in-kind distribution, and not a purchase or sale, without additional consideration paid, and is therefore merely a change in form of beneficial ownership and an exempt, non-matchable acquisition pursuant to Section 16(b). ( 2 )Reflects a reduction in beneficial ownership from a pro-rata in-kind distribution, and not a purchase or sale, without additional consideration to its partners. ( 3 )Meritech Capital Associates IV L.L.C. is the general partner of Meritech Capital Partners IV L.P. and Meritech Capital Affiliates IV L.P. Robert Ward, a member of our board of directors, is one of several managing members of the general partner of these funds that directly hold shares and as such Mr. Ward may be deemed to have voting and investment power with respect to such shares. Mr. Ward disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of any pecuniary interest therein. ( 4 )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 shall vest in full on the earlier of: (i) the date of the regular annual meeting of the Company's stockholders held in the year following the Date of Grant; and (ii) the one-year anniversary of the Date of Grant, provided that the Reporting Person remains in continuous service on such vesting date. Mr. Ward disclaims beneficial ownership of the RSU except to the extent of any pecuniary interest therein. ( 5 )The Option shall vest in full on the earlier of: (i) the date of the regular annual meeting of the Company's stockholders held in the year following the Date of Grant; and (ii) the one-year anniversary of the Date of Grant, provided that the Reporting Person remains in continuous service on such vesting date. Mr. Ward disclaims beneficial ownership of the Option except to the extent of any pecuniary interest therein.

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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