SEC Form 4 · accession 0001200925-19-000011
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
Feb 11, 2019
Accepted (ET)
Feb 13, 2019 · 9:27 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 11, 2019 | C | 50,000 | $0.00 | A | 51,666 | D | |
| Class A Common StockF3 | Feb 11, 2019 | S | 41,018 | $35.2496 | D | 10,648 | D | |
| Class A Common StockF4 | Feb 11, 2019 | S | 8,982 | $35.7983 | D | 1,666 | D | |
| Class A Common StockF5,F6 | Feb 13, 2019 | S | 10,000 | $35.7334 | D | 106,250 | I | By T77A Trust |
| Class A Common StockF7,F6 | Feb 13, 2019 | S | 10,000 | $35.7348 | D | 106,250 | 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 StockF8 | — | Feb 11, 2019 | C | 50,000 | D | — | — | Class A Common Stock | 50,000 | 1,309,254 | D |
Explanation of responses
- F1Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
- 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 $34.625 to $35.62 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 $35.63 to $35.98 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 $35.27 to $35.99 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.29 to $36.00 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.
- F8Each 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 or (b) automatically upon (i) any transfer which occurs after the closing of the issuer's initial public offering ("IPO"), except for certain permitted transfers, and (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.