Sec Form 4 Filing - Schuh William @ Anaplan, Inc. - 2022-06-22

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 Schuh William 2. Issuer Name and Ticker or Trading Symbol Anaplan, Inc. [ PLAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Revenue Officer (Last) (First) (Middle) C/O ANAPLAN, INC., 50 HAWTHORNE STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/22/2022 (Street) SAN FRANCISCO, CA94105 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 06/22/2022 A 10,932( 1 ) A 37,372 D Common Stock 06/22/2022 D 37,372 D 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 (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 ( 3 ) 06/22/2022 D 53,847( 3 ) ( 3 ) ( 3 ) Common Stock 53,847( 3 ) $ 63.75 0 D Restricted Stock Units ( 3 ) 06/22/2022 D 38,030( 3 ) ( 3 ) ( 3 ) Common Stock 38,030( 3 ) $ 63.75 0 D Restricted Stock Units ( 3 ) 06/22/2022 D 22,547( 3 ) ( 3 ) ( 3 ) Common Stock 22,547( 3 ) $ 63.75 0 D Restricted Stock Units ( 4 ) 06/22/2022 D 53,031( 4 ) ( 4 ) ( 4 ) Common Stock 0( 4 ) $ 63.75 0 D Restricted Stock Units ( 5 ) 06/22/2022 D 139,700( 5 ) ( 5 ) ( 5 ) Common Stock 69,850( 5 ) $ 63.75 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schuh William C/O ANAPLAN, INC. 50 HAWTHORNE STREET SAN FRANCISCO, CA94105 Chief Revenue Officer Signatures /s/ Gary Spiegel, Attorney-in-Fact 06/27/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 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 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. ( 4 )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. ( 5 )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.

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).

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