SEC Form 4 · accession 0001200925-19-000005
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
Dec 31, 2018
Accepted (ET)
Jan 11, 2019 · 9:55 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 | Dec 31, 2018 | C | 20,000 | $0.00 | A | 21,666 | D | |
| Class A Common StockF2 | Dec 31, 2018 | G | 20,000 | $0.00 | D | 1,666 | D | |
| Class A Common StockF1 | Jan 10, 2019 | C | 20,000 | $0.00 | A | 21,666 | D | |
| Class A Common StockF4 | Jan 10, 2019 | S | 14,681 | $25.8012 | D | 6,985 | D | |
| Class A Common StockF5 | Jan 10, 2019 | S | 5,319 | $26.2809 | D | 1,666 | D | |
| Class A Common StockF6 | holding | — | — | — | 116,250 | I | By T77A Trust | |
| Class A Common StockF6 | holding | — | — | — | 116,250 | I | By T49C Trust | |
| Class A Common Stock | holding | — | — | — | 159,814 | I | By father-in-law |
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 StockF7 | — | Dec 31, 2018 | C | 20,000 | D | — | — | Class A Common Stock | 20,000 | 1,379,254 | D |
| Class B Common StockF7 | — | Jan 10, 2019 | C | 20,000 | D | — | — | Class A Common Stock | 20,000 | 1,359,254 | D |
Explanation of responses
- F1Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
- F2Represents shares of the issuer's Class A Common Stock that the reporting person donated as a gift to Fidelity Charitable Account, a donor advised fund.
- 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 $25.17 to $26.13 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 $26.20 to $26.36 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.
- F6These 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.
- F7The 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.