SEC Form 4 · accession 0001200925-18-000004
SMARTSHEET INC · SMAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Patrick Mader
Officer — President and CEO · Director
Period of report
Nov 13, 2018
Accepted (ET)
Nov 15, 2018 · 7:53 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,F2 | Nov 13, 2018 | C | 126,250 | $0.00 | A | 126,250 | I | By T77A Trust |
| Class A Common StockF4,F2 | Nov 13, 2018 | S | 8,600 | $25.5666 | D | 117,650 | I | By T77A Trust |
| Class A Common StockF5,F2 | Nov 13, 2018 | S | 1,400 | $26.0857 | D | 116,250 | I | By T77A Trust |
| Class A Common StockF1,F2 | Nov 13, 2018 | C | 126,250 | $0.00 | A | 126,250 | I | By T49C Trust |
| Class A Common StockF4,F2 | Nov 13, 2018 | S | 8,583 | $25.5877 | D | 117,667 | I | By T49C Trust |
| Class A Common StockF6,F2 | Nov 13, 2018 | S | 1,417 | $26.091 | D | 116,250 | I | By T49C Trust |
| Class A Common StockF7 | holding | — | — | — | 1,667 | 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 StockF8,F9,F2 | — | Nov 13, 2018 | C | 126,250 | D | — | — | Class A Common Stock | 126,250 | 0 | I |
| Class B Common StockF8,F9,F2 | — | Nov 13, 2018 | C | 126,250 | D | — | — | Class A Common Stock | 126,250 | 0 | I |
| Class B Common StockF8 | — | holding | — | — | — | — | — | Class A Common Stock | 1,419,254 | 1,419,254 | D |
Explanation of responses
- F1Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
- F2These securities are held of record by Douglas Porter, Trustee of each of the T77A Trust and the T49C Trust, trusts for the benefit of the reporting person's 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.
- F3The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.945 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 $26.00 to $26.23 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.02 to $26.30 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.
- F7Represents 1,666 shares of Class A Common Stock acquired under the issuer's employee stock purchase plan on September 25, 2018.
- F8The 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.
- F9The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.