4//SEC Filing
CALDERONI FRANK 4
Accession 0000899243-22-024290
CIK 0001540755other
Filed
Jun 26, 8:00 PM ET
Accepted
Jun 27, 9:11 PM ET
Size
34.3 KB
Accession
0000899243-22-024290
Insider Transaction Report
Form 4
Anaplan, Inc.PLAN
CALDERONI FRANK
DirectorPresident and CEO
Transactions
- Award
Common Stock
2022-06-22+69,234→ 859,484 total - Disposition to Issuer
Stock Option (right to buy)
2022-06-22$51.89/sh−682,200$35,399,358→ 0 totalExercise: $11.86Exp: 2028-08-30→ Common Stock (682,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-06-22$25.14/sh−120,859$3,038,395→ 0 totalExercise: $38.61Exp: 2029-05-22→ Common Stock (120,859 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-06-22$58.92/sh−1,604,297$94,525,179→ 0 totalExercise: $4.83Exp: 2027-01-19→ Common Stock (1,604,297 underlying) - Disposition to Issuer
Restricted Stock Units
2022-06-22$63.75/sh−39,038$2,488,673→ 0 total→ Common Stock (39,038 underlying) - Disposition to Issuer
Common Stock
2022-06-22−859,484→ 0 total - Disposition to Issuer
Common Stock
2022-06-22−381,459→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
2022-06-22$26.14/sh−169,635$4,434,259→ 0 totalExercise: $37.61Exp: 2030-03-09→ Common Stock (169,635 underlying) - Disposition to Issuer
Restricted Stock Units
2022-06-22$63.75/sh−58,531$3,731,351→ 0 total→ Common Stock (58,531 underlying) - Disposition to Issuer
Restricted Stock Units
2022-06-22$63.75/sh−47,598$3,034,373→ 0 total→ Common Stock (47,598 underlying) - Disposition to Issuer
Restricted Stock Units
2022-06-22$63.75/sh−51,112$3,258,390→ 0 total→ Common Stock (51,112 underlying)
Footnotes (11)
- [F1]Represents 34,617 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 34,617 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. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of the award was accelerated.
- [F10]The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSU was subject to service-based vesting conditions over a four-year period in equal quarterly installments commencing on June 10, 2020. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the RSU were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive a cash payment equal to the product of $63.75 and the number of vested shares of the Issuer's Common Stock subject to the RSU, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.
- [F11]The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSU was subject to service-based vesting conditions over a four-year period in equal quarterly installments commencing on June 10, 2021. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the RSU were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive a cash payment equal to the product of $63.75 and the number of vested shares of the Issuer's Common Stock subject to the RSU, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.
- [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 shares are held by the Frank Calderoni & Brenda Zawatski Living Trust U/A/D 3/11/05, of which the Reporting Person and his wife are trustees and beneficiaries.
- [F4]The Stock Option, which provided for service-based vesting over four-years with 25% vesting on January 20, 2018, with the remainder exercisable in 36 equal monthly installments thereafter, was cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the $63.75 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment.
- [F5]The Stock Option provided for service-based vesting with 50% of the shares vesting on September 10, 2020 and the remainder in 24 equal monthly installments thereafter. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the Stock Option were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the Stock Option and the $63.75 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.
- [F6]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 was subject to service-based vesting conditions with 50% of the shares vesting on September 10, 2020 and the remainder vesting in equal quarterly installments. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the RSU were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive a cash payment equal to the product of $63.75 and the number of vested shares of the Issuer's Common Stock subject to the RSU, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.
- [F7]The Stock Option provided for service-based vesting over four-years in equal quarterly installments commencing on September 10, 2019. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the Stock Option were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the Stock Option and the $63.75 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.
- [F8]The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSU was subject to service-based vesting conditions over a four-year period in equal quarterly installments commencing on September 10, 2019. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the RSU were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive a cash payment equal to the product of $63.75 and the number of vested shares of the Issuer's Common Stock subject to the RSU, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.
- [F9]The Stock Option which provided for service-based vesting over four-years in 48 equal monthly installments commencing on April 9, 2020. Immediately prior to the Effective Time, fifty percent (50%) of the unvested shares subject to the Stock Option were accelerated. The award was subsequently cancelled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the Stock Option and the $63.75 per share merger consideration, less all applicable deductions and withholdings required to be withheld in respect of such payment. Following the Effective Time, and in connection with the Reporting Person's termination of employment with the Company, the remaining unvested portion of such award was accelerated.
Documents
Issuer
Anaplan, Inc.
CIK 0001540755
Entity typeother
Related Parties
1- filerCIK 0001249051
Filing Metadata
- Form type
- 4
- Filed
- Jun 26, 8:00 PM ET
- Accepted
- Jun 27, 9:11 PM ET
- Size
- 34.3 KB