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Filing Details

Accession Number:: 0001104916-19-000038
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-09-23 18:31:56
Reporting Period:: 2019-09-19

Accepted Time:: 2019-09-23 18:31:56
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	No	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	2019-09-19	4,801,227	$0.00	5,059,041	No	4	C	Direct
Class A Common Stock	Acquisiton	2019-09-19	25,000	$0.00	25,000	No	4	C	Indirect	By Samantha Frei Irrevocable Trust dated January 7, 2018
Class A Common Stock	Acquisiton	2019-09-19	25,000	$0.00	25,000	No	4	C	Indirect	By Sofia Frei Irrevocable Trust dated January 7, 2018
Class A Common Stock	Acquisiton	2019-09-19	25,000	$0.00	25,000	No	4	C	Indirect	By Tessa Frei Irrevocable Trust dated January 7, 2018
Class A Common Stock	Acquisiton	2019-09-19	25,000	$0.00	25,000	No	4	C	Indirect	By Thomas Frei Irrevocable Trust dated January 7, 2018
Class A Common Stock	Acquisiton	2019-09-19	25,000	$0.00	25,000	No	4	C	Indirect	By Tucker Frei Irrevocable Trust dated January 7, 2018
Class A Common Stock	Disposition	2019-09-19	65,000	$40.96	0	No	4	S	Indirect	By CC GRAT of 2017
Class A Common Stock	Disposition	2019-09-19	65,000	$41.01	0	No	4	S	Indirect	By Frei GRAT of 2017
Class A Common Stock	Disposition	2019-09-19	65,000	$40.95	0	No	4	S	Indirect	By KF GRAT of 2017
Class A Common Stock	Disposition	2019-09-19	65,000	$41.02	0	No	4	S	Indirect	By MF GRAT of 2017
Class A Common Stock	Disposition	2019-09-19	65,000	$41.02	0	No	4	S	Indirect	By SD GRAT of 2017

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	C	Indirect	By Samantha Frei Irrevocable Trust dated January 7, 2018
No	4	C	Indirect	By Sofia Frei Irrevocable Trust dated January 7, 2018
No	4	C	Indirect	By Tessa Frei Irrevocable Trust dated January 7, 2018
No	4	C	Indirect	By Thomas Frei Irrevocable Trust dated January 7, 2018
No	4	C	Indirect	By Tucker Frei Irrevocable Trust dated January 7, 2018
No	4	S	Indirect	By CC GRAT of 2017
No	4	S	Indirect	By Frei GRAT of 2017
No	4	S	Indirect	By KF GRAT of 2017
No	4	S	Indirect	By MF GRAT of 2017
No	4	S	Indirect	By SD GRAT of 2017

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	2019-09-19	4,801,227	$0.00	4,801,227	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-09-19	25,000	$0.00	25,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-09-19	25,000	$0.00	25,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-09-19	25,000	$0.00	25,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-09-19	25,000	$0.00	25,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2019-09-19	25,000	$0.00	25,000	$0.00
Class B Common Stock	Stock Option (right to buy Class B Common Stock)	Disposition	2019-09-19	25,000	$0.00	25,000	$1.52
Class A Common Stock	Stock Option (right to buy Class A Common Stock)	Acquisiton	2019-09-19	25,000	$0.00	25,000	$1.52

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	C	Direct
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0	2025-02-18	No	4	J	Direct
25,000	2025-02-18	No	4	J	Direct

Footnotes

Does not represent a sale or purchase of the issuer's common stock but the automatic conversion of shares of the issuer's Class B Common Stock into shares of the issuer's Class A Common Stock effective as of the date that the total number of shares of outstanding Class B Common Stock ceased to represent at least 15% of all outstanding shares of the issuer's common stock, as set forth in the issuer's Amended and Restated Articles of Incorporation.
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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.82 to $41.31 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.
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.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.82 to $41.47 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.82 to $41.32 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.82 to $41.45 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.82 to $41.41 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.
In connection with the automatic conversion described in note (1) above, outstanding Class B Common Stock options that were issued under the issuer's 2005 Option/Restricted Stock Plan and 2015 Equity Incentive Plan remain unchanged except that the underlying shares are now Class A Common Stock.
The option is fully vested and exercisable.