SEC Form 4/A · accession 0001140361-18-031281
SMARTSHEET INC · SMAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
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)
Jul 3, 2018 · 4:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001366561
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Preferred StockF3,F4,F1,F2 | — | May 1, 2018 | C | 5,212,395 | D | — | — | Class B common stock | 5,212,395 | 0 | I |
| Series D Preferred StockF3,F5,F1,F2 | — | May 1, 2018 | C | 2,294,610 | D | — | — | Class B common stock | 2,294,610 | 0 | I |
| Series D Preferred StockF3,F6,F1,F2 | — | May 1, 2018 | C | 2,811,230 | D | — | — | Class B common stock | 2,811,230 | 0 | I |
| Series D Preferred StockF3,F7,F1,F2 | — | May 1, 2018 | C | 120,645 | D | — | — | Class B common stock | 120,645 | 0 | I |
| Series D Preferred StockF3,F8,F1,F2 | — | May 1, 2018 | C | 329,700 | D | — | — | Class B common stock | 329,700 | 0 | I |
| Series E Preferred StockF3,F4,F9,F2 | — | May 1, 2018 | C | 948,628 | D | — | — | Class B common stock | 948,628 | 0 | I |
| Series E Preferred StockF3,F5,F9,F2 | — | May 1, 2018 | C | 417,606 | D | — | — | Class B common stock | 417,606 | 0 | I |
| Series E Preferred StockF3,F6,F9,F2 | — | May 1, 2018 | C | 511,628 | D | — | — | Class B common stock | 511,628 | 0 | I |
| Series E Preferred StockF3,F7,F9,F2 | — | May 1, 2018 | C | 21,957 | D | — | — | Class B common stock | 21,957 | 0 | I |
| Series E Preferred StockF3,F8,F9,F2 | — | May 1, 2018 | C | 60,003 | D | — | — | Class B common stock | 60,003 | 0 | I |
| Class B Common StockF3,F10,F4,F2 | — | May 1, 2018 | C | 5,212,395 | A | — | — | Class A common stock | 5,212,395 | 13,906,902 | I |
| Class B Common StockF3,F10,F5,F2 | — | May 1, 2018 | C | 2,294,610 | A | — | — | Class A common stock | 2,294,610 | 6,122,102 | I |
| Class B Common StockF3,F10,F6,F2 | — | May 1, 2018 | C | 2,811,230 | A | — | — | Class A common stock | 2,811,230 | 7,500,479 | I |
| Class B Common StockF3,F10,F7,F2 | — | May 1, 2018 | C | 120,645 | A | — | — | Class A common stock | 120,645 | 321,875 | I |
| Class B Common StockF3,F10,F8,F2 | — | May 1, 2018 | C | 329,700 | A | — | — | Class A common stock | 329,700 | 879,649 | I |
| Class B Common StockF3,F10,F4,F2 | — | May 1, 2018 | C | 948,628 | A | — | — | Class A common stock | 948,628 | 13,906,902 | I |
| Class B Common StockF3,F10,F5,F2 | — | May 1, 2018 | C | 417,606 | A | — | — | Class A Common Stock | 417,606 | 6,122,102 | I |
| Class B Common StockF3,F10,F6,F2 | — | May 1, 2018 | C | 511,628 | A | — | — | Class A common stock | 511,628 | 7,500,479 | I |
| Class B Common StockF3,F10,F7,F2 | — | May 1, 2018 | C | 21,957 | A | — | — | Class A common stock | 21,957 | 321,875 | I |
| Class B Common StockF3,F10,F8,F2 | — | May 1, 2018 | C | 60,003 | A | — | — | Class A common stock | 60,003 | 879,649 | I |
Explanation of responses
- F1The Series D Preferred Stock converted into Class B common stock of the issuer on a one-for-one basis and had no expiration date.
- F10On May 3, 2018, the Reporting Persons filed a Form 4 that incorrectly stated in column 9 the number of Class B Common Stock beneficially owned following the reported transactions.
- F2Each 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.
- F3This amended report is the fourth of five filings made on this 3rd day of July, 2018, to amend a report for transactions that occurred on May 1, 2018. See footnote 10 for a further discussion of such amended report. The amounts reflected in this column (9) are inclusive of the number of derivative securities beneficially owned following the transactions reported across all five filings.
- F4Held directly by Insight Venture Partners VII, L.P.
- F5Held directly by Insight Venture Partners (Cayman) VII, L.P.
- F6Held directly by Insight Venture Partners Coinvestment Fund II, L.P.
- F7Held directly by Insight Venture Partners VII (Co-Investors), L.P.
- F8Held directly by Insight Venture Partners (Delaware) VII, L.P.
- F9The Series E Preferred Stock converted into Class B common stock of the issuer on a one-for-one basis and had no expiration date.
Remarks
Exhibit List Exhibit 99.1 - Joint Filer Information Exhibit 99.2 - Joint Filers' Signatures