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Filing Details

Accession Number:: 0001104916-19-000026
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-06-14 19:55:25
Reporting Period:: 2019-06-12

Accepted Time:: 2019-06-14 19:55:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1366561	Smartsheet Inc	SMAR	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1104916	Brent Frei	C/O Smartsheet Inc. 10500 Ne 8Th St., Suite 1300 Bellevue WA 98004		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2019-06-14	635,000	$0.00	792,814	No	4	C	Direct
Class A Common Stock	Disposition	2019-06-14	635,000	$43.50	157,814	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Restricted Stock Units (RSU) (Class A)	Acquisiton	2019-06-12	3,159	$0.00	3,159	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-06-14	635,000	$0.00	635,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,159		2029-06-12	No	4	A	Direct
5,101,227			No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	65,000	Indirect	By CC GRAT of 2017
Class A Common Stock	65,000	Indirect	By Frei GRAT of 2017
Class A Common Stock	65,000	Indirect	By KF GRAT of 2017
Class A Common Stock	65,000	Indirect	By MF GRAT of 2017
Class A Common Stock	65,000	Indirect	By SD GRAT of 2017

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00	25,000	25,000	Indirect
Class A Common Stock	Class B Common Stock	$0.00	25,000	25,000	Indirect
Class A Common Stock	Class B Common Stock	$0.00	25,000	25,000	Indirect
Class A Common Stock	Class B Common Stock	$0.00	25,000	25,000	Indirect
Class A Common Stock	Class B Common Stock	$0.00	25,000	25,000	Indirect

Amount	Remaning Holdings	Nature of Ownership
25,000	25,000	Indirect
25,000	25,000	Indirect
25,000	25,000	Indirect
25,000	25,000	Indirect
25,000	25,000	Indirect

Footnotes

Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
These securities are held of record by Brent Frei, Trustee of each of the CC GRAT of 2017, the Frei GRAT of 2017, the KF GRAT of 2017, the MF GRAT of 2017 and the SD GRAT of 2017.
Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
The RSUs shall fully vest on the earlier of (a) the date of the next annual meeting of the issuer's shareholders and (b) the date that is one year following the effective date of the award of the RSUs, subject to continued service through the vesting date.
The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the option of the holder or (b) automatically upon (i) any transfer, except for certain permitted transfers, or (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less than a majority of the outstanding shares of Class B Common Stock, (y) April 26, 2025 and (z) the date that the total number of shares of outstanding Class B Common Stock ceases to represent at least 15% of all outstanding shares of the issuer's common stock, and has no expiration date.
The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.
These securities are held of record by Mark A. Frei, Trustee of each of the Samantha Frei Irrevocable Trust dated January 7, 2018, Sofia Frei Irrevocable Trust dated January 7, 2018, Tessa Frei Irrevocable Trust dated January 7, 2018, Thomas Frei Irrevocable Trust dated January 7, 2018, and Tucker Frei Irrevocable Trust dated January 7, 2018, trusts for the benefit of the reporting person's minor children. The reporting person disclaims beneficial ownership over such securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.