SEC Form SC 13D filed by Anaplan Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. *)

Anaplan, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

03272L108

(CUSIP Number)

Michael D. Adamski

Sachem Head Capital Management LP

250 West 55th Street, 34th Floor

New York, New York 10019

(212) 714-3300

With a copy to:

Richard M. Brand

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

212-504-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 7, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐ 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

* All percentage calculations set forth herein are based upon the aggregate of 147,661,622 shares of Common Stock outstanding as of November 26, 2021, as reported in Anaplan’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 2, 2021.

* All percentage calculations set forth herein are based upon the aggregate of 147,661,622 shares of Common Stock outstanding as of November 26, 2021, as reported in Anaplan’s Form 10-Q filed with the SEC on December 2, 2021

* All percentage calculations set forth herein are based upon the aggregate of 147,661,622 shares of Common Stock outstanding as of November 26, 2021, as reported in Anaplan’s Form 10-Q filed with the SEC on December 2, 2021.

* All percentage calculations set forth herein are based upon the aggregate of 147,661,622 shares of Common Stock outstanding as of November 26,2021, as reported in Anaplan’s Form 10-Q filed with the SEC on December 2, 2021.

This statement on Schedule 13D (“Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Anaplan, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 50 Hawthorne Street, San Francisco, California 94105.

 

(a), (f) This statement is being filed by:

(i)           Sachem Head Capital Management LP, a Delaware limited partnership (“Sachem Head”);

(ii)          Uncas GP LLC, a Delaware limited liability company (“SH Management”);

(iii)         Sachem Head GP LLC, a Delaware limited liability company (“Sachem Head GP”); and

(iv)         Scott D. Ferguson, a citizen of the United States of America (together with Sachem Head, SH Management and Sachem Head GP, the “Reporting Persons”).

The Reporting Persons have entered into a joint filing agreement, dated as of March 17, 2022, a copy of which is attached hereto as Exhibit 99.1.

(b) The address of the principal business and principal office of each of the Reporting Persons is 250 West 55^th St., Floor 34, New York, New York 10019.

(c) Sachem Head’s principal business is to serve as investment advisor to certain funds, including Sachem Head LP, a Delaware limited partnership (“SH”), SH Sagamore Master IX Ltd., an exempted company organized under the laws of the Cayman Islands (“Sagamore Master IX”), Sachem Head Master LP, an exempted limited partnership organized under the laws of the Cayman Islands (“SHM”), SH Stony Creek Master Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Stony Creek”), and SH Old Quarry Master Ltd., an exempted company incorporated under the laws of the Cayman Islands  (“Old Quarry Master”, and together with SH, Sagamore Master IX, SHM, and Stony Creek, the “Sachem Head Funds”).

SH Management’s principal business is to serve as the sole general partner of Sachem Head Capital Management LP.

Sachem Head GP’s principal business is to serve as the general partner of certain affiliated funds, including SH and SHM.

Mr. Ferguson’s principal occupation is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP.

(d), (e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

The responses to Item 4, 5 and 6 of this Schedule 13D are incorporated herein by reference.

The net investment costs (including commissions, if any) of the Common Stock, the Cash Settled Swaps (as defined below) and the Physically Settled Swaps (as defined below) referenced in Items 5 and 6 directly owned by the Sachem Head Funds is approximately $606,963,877. The source of funding for such transactions was derived from the respective capital of the Sachem Head Funds.

The responses to Item 3, 5 and 6 of this Schedule 13D are incorporated herein by reference.

The Reporting Persons believe that the Issuer’s Common Stock is undervalued and is an attractive investment. 

In the Notice, the Reporting Persons reserved the right to further nominate, substitute or add additional persons in the event that (a) the Issuer purports to increase the number of directorships, (b) the Issuer makes or announces any changes to the Bylaws or takes or announces any other action that would have the effect of disqualifying any of the Nominees and/or (c) any Nominee is unable or hereafter becomes unwilling for any reason to serve as a director.

The Reporting Persons may also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, and may discuss such actions with the Issuer and the Board and management team, stockholders and other persons. The Reporting Persons currently intend to conduct a proxy solicitation to elect the Nominees and approve the Stockholder Proposals at the 2022 Annual Meeting.

The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may from time to time and at any time in the future take such actions with respect to the investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial instruments that are based upon or relate to the value of the Common Stock, selling or obtaining financing on some or all of their beneficial or economic holdings, engaging in hedging or similar

transactions with respect to securities that are based upon or relate to the value of the Common Stock and/or otherwise changing their intentions with respect to any and all matters referred to in Item 4 of Schedule 13D.

(a), (b) Sachem Head, SH Management and Mr. Ferguson may be deemed to beneficially own 7,316,900 shares of Common Stock (the “Subject Shares”), including 1,033,239 shares of Common Stock underlying Physically Settled Swaps (as defined below) that Sachem Head, SH Management, and Mr. Ferguson may be deemed to beneficially own upon satisfaction of certain conditions. The Subject Shares collectively represent approximately 4.95% of the outstanding shares of Common Stock, based on 147,661,622 shares of Common Stock outstanding as of November 26, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on December 2, 2021.

Sachem Head, as the investment adviser to the Sachem Head Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares. As the general partner of Sachem Head, SH Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares. As the general partner of SH and SHM, Sachem Head GP may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) 5,390,200 of the Subject Shares, including 1,033,239 shares of Common Stock that Sachem Head GP may be deemed to beneficially own upon satisfaction of certain conditions, constituting 3.65% of the outstanding shares of Common Stock. By virtue of Mr. Ferguson’s position as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP, Mr. Ferguson may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares.

Each member of the Group will file a separate Schedule 13D (or Schedule 13D amendment) under the Act containing its required information, including reporting the interests in Common Stock that each member of the Group may be deemed to beneficially own. No member of the Group assumes any responsibility for the information contained in the Schedule 13D or Schedule 13D amendment filed by the other member of the Group.  Based in part on information provided by or behalf of the Group members, the Reporting Persons and the Group may be deemed to beneficially own in the aggregate 11,240,296 shares of Common Stock, representing 7.6% of the outstanding shares of Common Stock. The Reporting Persons expressly disclaim beneficial ownership over any Common Stock that they may be deemed to beneficially own solely by reason of the agreements and arrangements between Corvex and Sachem Head, including the Advocacy Agreement, and beneficial ownership of any securities of the Issuer other than those reported in this Schedule 13D.

(d) The Sachem Head Funds have the right to receive dividends from, and the proceeds from the sale of, the Subject Shares.

(e) Not applicable.

 

The responses to Item 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.

The Sachem Head Funds have entered into physically settled swaps (the “Physically Settled Swaps”) referencing 1,033,239 shares of Common Stock in the aggregate that the Reporting Persons may be deemed to beneficially own. Under the terms of each Physically Settled Swap, upon settlement, (i) a Sachem Head Fund will be obligated to pay to the counterparty the specified price for the specified notional number of shares, plus interest at the rate set forth in the applicable contract and (ii) the counterparty will be obligated to deliver to the respective Sachem Head Fund the specified notional number of shares and to pay to the respective Sachem Head Fund an amount equal to dividends paid on the specified notional number of shares. The counterparties to the Physically Settled Swaps are unaffiliated third party financial institutions.

The Sachem Head Funds have entered into cash-settled total return swaps (the “Cash Settled Swaps”) referencing 6,310,744 shares of Common Stock.  Under the terms of each Cash Settled Swap, upon settlement, (i) Sagamore Master IX or Old Quarry Master will be obligated to pay to the counterparty any negative price performance of the specified notional number of shares subject to the Cash Settled Swaps, plus interest rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay Sagamore Master IX or Old Quarry Master any positive price performance of the specified notional number of shares subject to the Cash Settled Swaps. Any dividends received by the counterparty on such notional shares during the term of the Cash Settled Swaps will be paid to Sagamore Master IX or Old Quarry Master. All balances will be settled in cash. The counterparties to the Cash Settled Swaps are unaffiliated third party financial institutions. The Cash Settled Swaps do not give any Reporting Person direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any shares of Common Stock that may be referenced in the Cash Settled Swap contracts or shares of other securities or financial instruments that may be held from time to time by any counterparty to the contracts.

The Sachem Head Funds may, from time to time, enter into and dispose of swaps, options or other derivative transactions with one or more counterparties that are based upon the value of shares of the Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the shares of the Common Stock.

Except as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: March 17, 2022

	SACHEM HEAD CAPITAL MANAGEMENT LP
	By:	Uncas GP LLC, its General Partner
	By:	/s/ Scott D. Ferguson
		Name:  Scott D. Ferguson
		Title:     Managing Member

 

INDEX TO EXHIBITS

 

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