SEC Form 4 · accession 0001104916-18-000005

SMARTSHEET INC · SMAR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brent Frei

Director

Period of report

Nov 7, 2018

Accepted (ET)

Nov 9, 2018 · 7:17 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001366561

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock^F1	Nov 7, 2018	C	500,000	$0.00	A	500,000	D
Class A Common Stock	Nov 7, 2018	S	10,000	$25.00	D	490,000	D
Class A Common Stock	Nov 7, 2018	S	10,000	$26.00	D	480,000	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F3,F4	—	Nov 7, 2018	C	500,000	D	—	—	Class A Common Stock	500,000	6,286,227	D
Class B Common Stock^F3,F5	—	holding	—	—	—	—	—	Class A Common Stock	25,000	25,000	I
Class B Common Stock^F3,F5	—	holding	—	—	—	—	—	Class A Common Stock	25,000	25,000	I
Class B Common Stock^F3,F5	—	holding	—	—	—	—	—	Class A Common Stock	25,000	25,000	I
Class B Common Stock^F3,F5	—	holding	—	—	—	—	—	Class A Common Stock	25,000	25,000	I
Class B Common Stock^F3,F5	—	holding	—	—	—	—	—	Class A Common Stock	25,000	25,000	I
Class B Common Stock^F3,F6	—	holding	—	—	—	—	—	Class A Common Stock	100,000	100,000	I
Class B Common Stock^F3,F6	—	holding	—	—	—	—	—	Class A Common Stock	100,000	100,000	I
Class B Common Stock^F3,F6	—	holding	—	—	—	—	—	Class A Common Stock	100,000	100,000	I
Class B Common Stock^F3,F6	—	holding	—	—	—	—	—	Class A Common Stock	100,000	100,000	I
Class B Common Stock^F3,F6	—	holding	—	—	—	—	—	Class A Common Stock	100,000	100,000	I

Explanation of responses

F1Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
F2The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
F3The 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.
F4The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.
F5These 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.
F6These 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.