SEC Form 4 · accession 0001140361-18-021524
SMARTSHEET INC · SMAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
Insight Holdings Group, LLC
10% Owner
Insight Venture Partners VII, L.P.
10% Owner
Insight Venture Associates VII, L.P.
10% Owner
Insight Venture Associates VII, Ltd.
10% Owner
Period of report
May 1, 2018
Accepted (ET)
May 3, 2018 · 4:25 pm EDT
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,F2 | Apr 26, 2018 | J | 10,000 | $0.00 | A | 10,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF5,F6,F3,F4 | — | May 1, 2018 | C | 13,536 | D | — | — | Class B Common Stock | 13,536 | 0 | I |
| Series A Preferred StockF5,F7,F3,F4 | — | May 1, 2018 | C | 5,959 | D | — | — | Class B Common Stock | 5,959 | 0 | I |
| Series A Preferred StockF5,F8,F3,F4 | — | May 1, 2018 | C | 7,300 | D | — | — | Class B Common Stock | 7,300 | 0 | I |
| Series A Preferred StockF5,F9,F3,F4 | — | May 1, 2018 | C | 313 | D | — | — | Class B Common Stock | 313 | 0 | I |
| Series A Preferred StockF5,F10,F3,F4 | — | May 1, 2018 | C | 856 | D | — | — | Class B Common Stock | 856 | 0 | I |
| Series A-1 Preferred StockF5,F6,F11,F4 | — | May 1, 2018 | C | 100,997 | D | — | — | Class B Common Stock | 100,997 | 0 | I |
| Series A-1 Preferred StockF5,F7,F11,F4 | — | May 1, 2018 | C | 44,461 | D | — | — | Class B Common Stock | 44,461 | 0 | I |
| Series A-1 Preferred StockF5,F8,F11,F4 | — | May 1, 2018 | C | 54,471 | D | — | — | Class B Common Stock | 54,471 | 0 | I |
| Series A-1 Preferred StockF5,F9,F11,F4 | — | May 1, 2018 | C | 2,338 | D | — | — | Class B Common Stock | 2,338 | 0 | I |
| Series A-1 Preferred StockF5,F10,F11,F4 | — | May 1, 2018 | C | 6,388 | D | — | — | Class B Common Stock | 6,388 | 0 | I |
| Class B Common StockF5,F6,F4 | — | May 1, 2018 | C | 13,536 | A | — | — | Class A Common Stock | 13,536 | 10,177,099 | I |
| Class B Common StockF5,F7,F4 | — | May 1, 2018 | C | 5,959 | A | — | — | Class A Common Stock | 5,959 | 4,493,702 | I |
| Class B Common StockF5,F8,F4 | — | May 1, 2018 | C | 7,300 | A | — | — | Class A Common Stock | 7,300 | 5,508,363 | I |
| Class B Common StockF5,F9,F4 | — | May 1, 2018 | C | 313 | A | — | — | Class A Common Stock | 313 | 262,341 | I |
| Class B Common StockF5,F10,F4 | — | May 1, 2018 | C | 856 | A | — | — | Class A Common Stock | 856 | 670,834 | I |
| Class B Common StockF5,F6,F4 | — | May 1, 2018 | C | 100,997 | A | — | — | Class A Common Stock | 100,997 | 10,177,099 | I |
| Class B Common StockF5,F7,F4 | — | May 1, 2018 | C | 44,461 | A | — | — | Class A Common Stock | 44,461 | 4,493,702 | I |
| Class B Common StockF5,F8,F4 | — | May 1, 2018 | C | 54,471 | A | — | — | Class A Common Stock | 54,471 | 5,508,363 | I |
| Class B Common StockF5,F9,F4 | — | May 1, 2018 | C | 2,338 | A | — | — | Class A Common Stock | 2,338 | 262,341 | I |
| Class B Common StockF5,F10,F4 | — | May 1, 2018 | C | 6,388 | A | — | — | Class A Common Stock | 6,388 | 670,834 | I |
Explanation of responses
- F1Represents shares of Class A common stock underlying restricted stock units ("RSUs") granted to Ryan Hinkle, a member of the board of directors of the issuer and a Managing Director of Insight Venture Management, LLC, an entity affiliated with the IVP Funds (as defined on Exhibit 99.1 hereto). The reporting persons do not hold voting or dispositive power over the shares of Class A common stock underlying the RSUs held of record by Mr. Hinkle and as such the reporting persons disclaim beneficial ownership of the shares of Class A common stock underlying the RSUs granted to Mr. Hinkle except to the extent of their pecuniary interest therein.
- F10Held directly by Insight Venture Partners (Delaware) VII, L.P.
- F11The Series A-1 Preferred Stock converted into Class B common stock of the issuer on a one-for-one basis and had no expiration date.
- F2Each 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 (1) the date of the next annual meeting of the issuer's shareholders following the issuer's initial public offering ("IPO") and (2) the date that is one year following the effective date of the award of the RSUs, subject to continued service through the vesting date.
- F3The Series A Preferred Stock converted into Class B common stock of the issuer on a one-for-one basis and had no expiration date.
- F4Each share of the issuer's Class B common stock will convert into 1 share of the issuer's Class A common stock (a) at the option of the holder and (b) automatically upon (i) any transfer which occurs after the closing of the issuer's IPO, 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) seven years from the effective date of the IPO 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.
- F5This report is the first of five filings made on this 3rd day of May, 2018, to report transactions that occurred on May 1, 2018. The amounts reflected in this column (9) represent the number of derivative securities beneficially owned following the transactions reported across all five filings.
- F6Held directly by Insight Venture Partners VII, L.P.
- F7Held directly by Insight Venture Partners (Cayman) VII, L.P.
- F8Held directly by Insight Venture Partners Coinvestment Fund II, L.P.
- F9Held directly by Insight Venture Partners VII (Co-Investors), L.P.
Remarks
Exhibit List Exhibit 99.1 - Joint Filer Information Exhibit 99.2 - Joint Filers' Signatures