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Filing Details

Accession Number:: 0001381752-19-000017
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-06-18 20:48:44
Reporting Period:: 2019-06-14

Accepted Time:: 2019-06-18 20:48:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1366561	Smartsheet Inc	SMAR	Services-Prepackaged Software (7372)	202954357

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1381752	S Matthew Mcilwain	C/O Madrona Venture Group 999 Third Ave., 34Th Floor Seattle WA 98104		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	4,125,207	$0.00	4,125,207	No	4	C	Indirect	By Madrona Venture Fund III, L.P.
Class A Common Stock	Disposition	2019-06-14	4,125,207	$43.50	0	No	4	S	Indirect	By Madrona Venture Fund III, L.P.
Class A Common Stock	Acquisiton	2019-06-14	164,797	$0.00	164,797	No	4	C	Indirect	By Madrona Venture Fund III-A, L.P.
Class A Common Stock	Disposition	2019-06-14	164,797	$43.50	0	No	4	S	Indirect	By Madrona Venture Fund III-A, L.P.
Class A Common Stock	Acquisiton	2019-06-14	863,001	$0.00	863,001	No	4	C	Indirect	By Madrona Venture Fund IV, L.P.
Class A Common Stock	Disposition	2019-06-14	863,001	$43.50	0	No	4	S	Indirect	By Madrona Venture Fund IV, L.P.
Class A Common Stock	Acquisiton	2019-06-14	21,995	$0.00	21,995	No	4	C	Indirect	By Madrona Venture Fund IV-A, L.P.
Class A Common Stock	Disposition	2019-06-14	21,995	$43.50	0	No	4	S	Indirect	By Madrona Venture Fund IV-A, L.P.
Class A Common Stock	Disposition	2019-06-17	50,000	$48.00	166,818	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Madrona Venture Fund III, L.P.
No	4	S	Indirect	By Madrona Venture Fund III, L.P.
No	4	C	Indirect	By Madrona Venture Fund III-A, L.P.
No	4	S	Indirect	By Madrona Venture Fund III-A, L.P.
No	4	C	Indirect	By Madrona Venture Fund IV, L.P.
No	4	S	Indirect	By Madrona Venture Fund IV, L.P.
No	4	C	Indirect	By Madrona Venture Fund IV-A, L.P.
No	4	S	Indirect	By Madrona Venture Fund IV-A, L.P.
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	Class B Common Stock	Disposition	2019-06-14	4,125,207	$0.00	4,125,207	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-06-14	164,797	$0.00	164,797	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-06-14	863,001	$0.00	863,001	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-06-14	21,995	$0.00	21,995	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,132,030	No	4	C	Indirect
244,959	No	4	C	Indirect
1,282,835	No	4	C	Indirect
32,692	No	4	C	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 Madrona Venture Fund III, L.P ("Madrona III") and Madrona Venture Fund III-A, L.P. ("Madrona III-A"), as applicable. Madrona Investment Partners III, L.P. ("Madrona Partners III") is the general partner of Madrona III and Madrona III-A, and Madrona III General Partner, LLC ("Madrona III LLC") is the general partner of Madrona Partners III. Matthew McIlwain, a member of the issuer's board of directors, together with Tom Alberg, Paul Goodrich, Scott Jacobson, Len Jordon, and Tim Porter, are the managing members of Madrona III LLC, and each may be deemed to share voting and investment power over the securities held by Madrona III and Madrona III-A. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and such securities' inclusion herein shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purposes.
These securities are held of record by Madrona Venture Fund IV, L.P. ("Madrona IV") and Madrona Venture Fund IV-A, L.P. ("Madrona IV-A"), as applicable. Madrona Investment Partners IV, L.P. ("Madrona Partners IV") is the general partner of Madrona IV and Madrona IV-A, and Madrona IV General Partner, LLC ("Madrona IV LLC") is the general partner of Madrona Partners IV. Matthew McIlwain, a member of the issuer's board of directors, together with Tom Alberg, Paul Goodrich, Scott Jacobson, Len Jordon, and Tim Porter, are the managing members of Madrona IV LLC, and each may be deemed to share voting and investment power over the securities held by Madrona IV and Madrona IV-A. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and such securities' inclusion herein shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purposes.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.00 to $48.025 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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.