SEC Form 4 · accession 0001104916-19-000011
SMARTSHEET INC · SMAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brent Frei
Director · 10% Owner
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 6:56 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Feb 1, 2019 | C | 550,000 | $0.00 | A | 622,814 | D | |
| Class A Common StockF3 | Feb 1, 2019 | S | 137,311 | $31.1904 | D | 485,503 | D | |
| Class A Common StockF4 | Feb 4, 2019 | S | 71,085 | $31.3975 | D | 414,418 | D | |
| Class A Common StockF5 | Feb 4, 2019 | S | 91,604 | $31.7747 | D | 322,814 | 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 StockF6,F7 | — | Feb 1, 2019 | C | 550,000 | D | — | — | Class A Common Stock | 550,000 | 5,736,227 | D |
| Class B Common StockF6,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 25,000 | 25,000 | I |
| Class B Common StockF6,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 25,000 | 25,000 | I |
| Class B Common StockF6,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 25,000 | 25,000 | I |
| Class B Common StockF6,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 25,000 | 25,000 | I |
| Class B Common StockF6,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 25,000 | 25,000 | I |
| Class B Common StockF6,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 100,000 | 100,000 | I |
| Class B Common StockF6,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 100,000 | 100,000 | I |
| Class B Common StockF6,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 100,000 | 100,000 | I |
| Class B Common StockF6,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 100,000 | 100,000 | I |
| Class B Common StockF6,F9 | — | 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.67 to $31.57 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.59 to $31.58 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.59 to $31.89 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.
- F6The 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.
- F7The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.
- F8These 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.
- F9These 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.