SEC Form SC 13D/A filed by Anaplan Inc. (Amendment)
$PLAN
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(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. 1)*
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 21, 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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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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).
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CUSIP No. 03272L108
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Page 2
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|
1
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NAME OF REPORTING PERSON
Sachem Head Capital Management LP
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|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
|||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
|||||
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
|||||
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
SOLE VOTING POWER
0
|
||||
|
8
|
SHARED VOTING POWER
7,316,900
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
7,316,900
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,316,900
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%*
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|||||
|
14
|
TYPE OF REPORTING PERSON
IA
|
|||||
* 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.
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CUSIP No. 03272L108
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Page 3
|
|
1
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NAME OF REPORTING PERSON
Uncas GP LLC
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||||||||||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
||||||||||||
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3
|
SEC USE ONLY
|
||||||||||||
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4
|
SOURCE OF FUNDS
OO (See Item 3)
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||||||||||||
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||||||||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||||||||
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
SOLE VOTING POWER
0
|
|||||||||||
|
8
|
SHARED VOTING POWER
7,316,900
|
||||||||||||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
10
|
SHARED DISPOSITIVE POWER
7,316,900
|
||||||||||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,316,900
|
||||||||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||||||||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%*
|
||||||||||||
|
14
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TYPE OF REPORTING PERSON
OO
|
||||||||||||
* 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.
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CUSIP No. 03272L108
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Page 4
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|
1
|
NAME OF REPORTING PERSON
Sachem Head GP LLC
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
|||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
|||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
|||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
SOLE VOTING POWER
0
|
||||
|
8
|
SHARED VOTING POWER
5,390,200
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
5,390,200
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,390,200
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.65%*
|
|||||
|
14
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TYPE OF REPORTING PERSON
OO
|
|||||
* 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.
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CUSIP No. 03272L108
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Page 5
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1
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NAME OF REPORTING PERSON
Scott D. Ferguson
|
|||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
|||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
|||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
|||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
SOLE VOTING POWER
0
|
||||
|
8
|
SHARED VOTING POWER
7,316,900
|
|||||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
|
10
|
SHARED DISPOSITIVE POWER
7,316,900
|
|||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,316,900
|
|||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%*
|
|||||
|
14
|
TYPE OF REPORTING PERSON
IN
|
|||||
* 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.
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CUSIP No. 03272L108
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Page 6
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EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on March 17, 2022 (the “Schedule 13D) by the Reporting Persons relating to their beneficial
ownership in Anaplan, Inc. (the “Issuer”). Except to the extent set forth in this Amendment, all information disclosed in the Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment have the respective
meanings set forth in the Schedule 13D.
The information set forth in response to each separate item below shall be deemed to be a response to all items where such information is relevant. The
Schedule 13D is hereby amended as follows:
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ITEM 4.
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PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is hereby amended to add the following:
On March 21, 2022, the Advocacy Agreement was terminated, effective immediately. Accordingly, the Reporting Persons are no longer members of a Section 13(d) group with Corvex
and each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Common Stock held by Corvex.
Responses to Item 5 and 6 are incorporated herein by reference.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5 of the Schedule 13D is hereby amended to add the following:
On March 21, 2022, the Advocacy Agreement was terminated, effective immediately. Accordingly, the Reporting Persons are no longer
members of a Section 13(d) group with Corvex and each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Common Stock held by Corvex. Upon the termination of the Advocacy Agreement, the Reporting Persons are
beneficial owners of less than 5% of the Issuer’s Common Stock and are therefore not subject to the reporting obligations under Section 13(d) of the Act.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Item 6 of the Schedule 13D is hereby amended to add the following:
On March 21, 2022, the Advocacy Agreement was terminated, effective immediately. Accordingly, the Reporting Persons are no longer members of a Section 13(d) group with Corvex
and each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Common Stock held by Corvex.
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CUSIP No. 03272L108
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Page 7
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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 21, 2022
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SACHEM HEAD CAPITAL MANAGEMENT LP
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|||
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By:
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Uncas GP LLC, its General Partner
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By:
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/s/ Scott D. Ferguson | |
| Name: Scott D. Ferguson | |||
| Title: Managing Member | |||
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UNCAS GP LLC
|
|||
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By:
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/s/ Scott D. Ferguson | |
| Name: Scott D. Ferguson | |||
| Title: Managing Member | |||
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SACHEM HEAD GP LLC
|
|||
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By:
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/s/ Scott D. Ferguson | |
| Name: Scott D. Ferguson | |||
| Title: Managing Member | |||
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SCOTT D. FERGUSON
|
|||
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By:
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/s/ Scott D. Ferguson | |
| Name: Scott D. Ferguson | |||