SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Ward Rob

(Last)

(First)

(Middle)

C/O MERITECH CAPITAL PARTNERS

245 LYTTON AVENUE, #125

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/16/2018		C		184,427⁽¹⁾	A	⁽³⁾	191,027	I	By Meritech Capital Affiliates IV L.P.⁽²⁾
Common Stock	10/16/2018		C		7,468,192⁽¹⁾	A	⁽³⁾	7,735,459	I	By Meritech Capital Partners IV L.P.⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽³⁾	10/16/2018		C			484	⁽³⁾	⁽³⁾	Common Stock	484	⁽³⁾	0	I	By Meritech Capital Affiliates IV L.P.⁽²⁾
Series A Convertible Preferred Stock	⁽³⁾	10/16/2018		C			19,604	⁽³⁾	⁽³⁾	Common Stock	19,604	⁽³⁾	0	I	By Meritech Capital Partners IV L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	10/16/2018		C			150,619	⁽³⁾	⁽³⁾	Common Stock	150,619	⁽³⁾	0	I	By Meritech Capital Affiliates IV L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	10/16/2018		C			6,099,119	⁽³⁾	⁽³⁾	Common Stock	6,099,119	⁽³⁾	0	I	By Meritech Capital Partners IV L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	10/16/2018		C			16,854	⁽³⁾	⁽³⁾	Common Stock	16,854	⁽³⁾	0	I	By Meritech Capital Affiliates IV L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	10/16/2018		C			682,520	⁽³⁾	⁽³⁾	Common Stock	682,520	⁽³⁾	0	I	By Meritech Capital Partners IV L.P.⁽²⁾
Series E Convertible Preferred Stock	⁽³⁾	10/16/2018		C			7,159	⁽³⁾	⁽³⁾	Common Stock	7,159	⁽³⁾	0	I	By Meritech Capital Affiliates IV L.P.⁽²⁾
Series E Convertible Preferred Stock	⁽³⁾	10/16/2018		C			289,897	⁽³⁾	⁽³⁾	Common Stock	289,897	⁽³⁾	0	I	By Meritech Capital Partners IV L.P.⁽²⁾
Series F Convertible Preferred Stock	⁽³⁾	10/16/2018		C			9,311	⁽³⁾	⁽³⁾	Common Stock	9,311	⁽³⁾	0	I	By Meritech Capital Affiliates IV L.P.⁽²⁾
Series F Convertible Preferred Stock	⁽³⁾	10/16/2018		C			377,052	⁽³⁾	⁽³⁾	Common Stock	377,052	⁽³⁾	0	I	By Meritech Capital Partners IV L.P.⁽²⁾

Explanation of Responses:

1. The total represents shares received upon conversion of shares of Series A Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock.

2. 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.

3. The reported security converted into the Issuer's Common Stock on a 1-for-1 basis automatically immediately prior to the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

Remarks:

	/s/ Suhani Akhare, Attorney-in-Fact	10/18/2018
	** Signature of Reporting Person	Date
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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