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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Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Anaplan, Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of this 17 day of March, 2022.

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Exhibit 99.2

ENGAGEMENT AND INDEMNIFICATION AGREEMENT, dated as of [•], 2022 (this “Agreement”), by and between Sachem Head Capital Management LP (“Sachem Head”) and [•] (“Nominee”).

WHEREAS, Sachem Head has asked Nominee, and Nominee has agreed, to be (i) a member of the slate of nominees (the “Slate”) of Sachem Head or an affiliate thereof for election to the Board of Directors (the “Board of Directors”) of Anaplan, Inc., a Delaware corporation (the “Company”), at the 2022 annual meeting of stockholders of the Company (including any adjournments or postponements thereof) (the “Annual Meeting”) and/or at any special meeting of the stockholders of the Company (including any adjournments or postponements thereof) (a “Special Meeting”) and (ii) named as such in the proxy solicitation materials related to the Annual Meeting and/or a Special Meeting;

WHEREAS, Sachem Head may solicit proxies from the stockholders of the Company in support of Nominee’s election as a director of the Company at the Annual Meeting and/or a Special Meeting (the “Solicitation”); and

WHEREAS, Nominee has agreed to serve as a director of the Company if so elected at the Annual Meeting and/or a Special Meeting or appointed by other means.

NOW, THEREFORE, in consideration of the foregoing and with the understanding on the part of Sachem Head that Nominee is relying on this Agreement in agreeing to be a nominee as aforesaid and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

“Claim” means any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative, formal or informal, investigative or other), whether instituted by Sachem Head, the Company or any other party, or any inquiry or investigation that Nominee in good faith believes might lead to the institution of any such action, suit or proceeding.

“Expenses” means all reasonable out-of-pocket attorneys’ fees and all other reasonable out-of-pocket fees, costs, and expenses paid or incurred in connection with the Solicitation or related matters, as applicable, including without limitation, investigating, defending or participating in (as a party, witness or otherwise, including on appeal), or preparing to defend or participate in, any Claim relating to any Indemnifiable Event, including the reasonable out-of-pocket costs and expenses of Nominee incurred in connection with seeking enforcement of this Agreement in the event that Nominee is successful in such enforcement action, in each case except to the extent arising out of or resulting from Nominee’s willful violation of state or federal law in connection with the Solicitation, gross negligence, willful misconduct, bad faith or a material misstatement or omission in any information provided by Nominee in connection with the Solicitation, and in each case to the extent not otherwise covered by insurance or indemnification from another source (including, without limitation, the Company).

“Indemnifiable Event” means any event or occurrence arising out of, or any action taken or omitted to be taken in connection with, the Solicitation or being a member of the

Slate, in each case except to the extent arising out of or resulting from Nominee’s willful violation of state or federal law in connection with the Solicitation, gross negligence, willful misconduct, bad faith or a material misstatement or omission in the information provided by the Nominee in connection with the Solicitation and in each case to the extent not otherwise covered by insurance or indemnification from another source (including, without limitation, the Company).

“Loss or Losses” means any and all damages, judgments, fines, penalties, amounts paid or payable in settlement, deficiencies, losses and Expenses (including all interest, assessments, and other charges paid or payable in connection with or in respect  of  such  Losses), in each case except to the extent arising out of or resulting from Nominee’s willful violation of state or federal law in connection with the Solicitation, gross negligence, willful misconduct, bad faith or a material misstatement or omission in the information provided by the Nominee in connection with the Solicitation, and in each case to the extent not otherwise covered by insurance or indemnification from another source (including, without limitation, the Company).

are required to be completed and delivered to the Company in order to be eligible to be a nominee for election to the Board of Directors and to serve as a director if elected (the “Written Consent”), (b) that Nominee’s responses in the Questionnaires and the representations made in the Written Consent will be true, complete and correct in all material respects and will not omit any material information, (c) that Nominee will provide true, correct and complete information concerning such other matters as are required or customary to be disclosed regarding Nominee, his or her nomination to the Board of Directors or the Solicitation under (i) the Company’s bylaws or (ii) pursuant to the rules and regulations contained in the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, (d) that Nominee will promptly provide any additional information as may be requested by Sachem Head, such information to be true and correct and not omit any material information, and (e) that Nominee will promptly notify Sachem Head of any changes or updates to any information provided by Nominee to Sachem Head pursuant to this Section 3. Nominee further agrees that Sachem Head may forward the Written Consent and the Questionnaires to the Company, and both Sachem Head and the Company may at any time, in their respective discretion, publicly disclose such information, as well as the existence and contents of this Agreement. Furthermore, Nominee understands that Sachem Head may elect, at its expense, to conduct a background and reference check of Nominee and Nominee agrees to complete and execute any necessary authorization forms or other documents required in connection therewith.

Nominee shall give Sachem Head prompt written notice of any Claim (accompanied by such reasonable supporting documentation as may be in Nominee’s possession) as soon as Nominee becomes aware thereof.

connection with the defense thereof other than reasonable costs of investigation and preparation therefor (including, without limitation, appearing as a witness and reasonable fees and expenses of legal counsel in connection therewith). If, in any action for which indemnity may be sought hereunder, Sachem Head shall not have timely assumed the defense thereof, or Nominee shall have been advised by his or her independent counsel in writing that it would constitute a conflict of interest for the same counsel to represent both Nominee and Sachem Head in such action, or if Nominee has been advised by independent counsel that Nominee has separate or additional defenses than those available to Sachem Head with regard to such action, Nominee shall have the right to employ his or her own counsel reasonably satisfactory to Sachem Head in such action, in which event Sachem Head shall pay directly or reimburse Nominee for any costs not paid directly for all reasonable out-of-pocket legal fees and expenses incurred by Nominee in connection with the defense thereof; provided, however, that Sachem Head shall be obligated to pay for only one firm to serve as counsel for all of Sachem Head’s nominees for election to the Board of Directors unless Nominee has been informed by independent counsel that there are conflicts of interest or additional defenses for Nominee relative to the other nominees. Nominee shall not settle any action without the prior written consent of Sachem Head, which consent shall not be unreasonably delayed or withheld. Sachem Head shall not settle any Claim in any manner that would impose any expense, penalty, obligation or limitation on Nominee, or would contain language (other than a recitation of any amounts to be paid in settlement) that could reasonably be viewed as an acknowledgment of wrongdoing on the part of Nominee, without Nominee’s prior written consent (which consent shall not be unreasonably delayed or withheld).

Sachem Head for any Losses to the extent that Nominee subsequently receives payment of such amounts from another source.

if to Sachem Head, to:

Sachem Head Capital Management LP

250 West 55th Street, 34th Floor

New York, New York 10019

Attention:     Michael Adamski

Telephone: (212) 714-3314

Email:          michael@sachemhead.com

if to Nominee, to:

[•]

or such other address, email address or telecopy number as such party may hereafter specify for the purpose by notice to the other party hereby given in accordance with this Section 11. Each such notice, request or other communication shall be effective when delivered at the address specified in this Section 11.

or transactions contemplated hereby shall be brought in the state courts of the State of New York located in New York County, or in the United States District Court for the Southern District of New York, and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the address set forth or referred to in Section 11, such service to become effective ten days after such mailing.

or any other stockholder of the Company (other than Sachem Head), as director of the Company without the prior permission of Sachem Head. Nothing in this Section 17 shall constrain Nominee’s communications with his or her counsel, or prevent Nominee from disclosing information to his or her counsel. Sachem Head and the Nominee are joint participants in the Nominee’s engagement under this Agreement, and each party acknowledges and agrees that the parties share a common legal interest in connection with the Nominee’s engagement under this Agreement and any actual or threatened litigation, or governmental investigation, that may arise therefrom. Each party further acknowledges and agrees that it is the mutual desire, intention and understanding of the parties that the sharing of any information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, the attorney work product doctrine or any other applicable privilege or immunity, including the common interest privilege. Each of the parties further  agrees that information being provided by Sachem Head or its counsel is being provided solely for use in connection with the Nominee’s engagement under this Agreement and shall remain confidential in accordance with this Section 17 and shall be protected from disclosure to any third party by Sachem Head’s attorney-client privilege, the attorney work product  doctrine and/or any other applicable privileges and immunities, including the common interest privilege.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	SACHEM HEAD CAPITAL MANAGEMENT LP
	By:
	Name: Michael D. Adamski
	Title:    General Counsel
	Name	[●]

[Signature Page to Engagement and Indemnification Agreement]

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ADVOCACY AGREEMENT

THIS ADVOCACY AGREEMENT, dated as of March 15, 2022 (the “Effective Date”), is by and between Sachem Head Capital Management LP (“Sachem Head”) and Corvex Management LP (“Corvex”) (each, a “Party” and, collectively, the “Parties”).

WHEREAS, on March 7, 2022, the Parties agreed to coordinate their efforts with respect to Anaplan, Inc. (the “Company”);

WHEREAS, the Parties, including their respective controlled affiliates and any investment funds, managed accounts or other investment vehicles managed or advised by the Parties (collectively, each Party’s “Covered Entities”), wish to memorialize their agreement to coordinate their efforts with respect to the Company and the Parties’ ownership of shares of the Company’s common stock or other interests in respect of such shares (including any derivative or swap interests) (“Company Securities”).

NOW, THEREFORE, in consideration of the covenants and agreements set forth in this agreement, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Parties agree as follows:

cooperation, standstill or other similar agreement with the Company. The Parties retain full discretion with respect to voting of their respective Company Securities.

If intended for Sachem Head:

Sachem Head Capital Management LP
250 West 55^th St., Floor 34

New York, New York 10019
Attention: Michael D. Adamski

Email: Michael@sachemhead.com

If intended for Corvex:
Corvex Management LP

667 Madison Avenue

New York, NY 10065

Attention: Patrick J. Dooley

Email: pdooley@corvexcap.com

[Signature Page Next]

IN WITNESS WHEREOF, the Parties have caused this agreement to be executed as of the Effective Date.

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

Exhibit 99.4

TRADING DATA

The following table sets forth all transactions in the Common Stock of the Issuer effected in the last sixty days by the Sachem Head Funds. Except as otherwise noted below, all such transactions were purchases or sales of shares of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.

* Trade represents a rebalancing transaction.

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