SEC Form 4 · accession 0001225208-18-008414

SMARTSHEET INC · SMAR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James N White

Director

Period of report

May 1, 2018

Accepted (ET)

May 1, 2018 · 7:15 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
Class B Common Stock^F2,F1	—	May 1, 2018	C	113,809	A	—	—	Class A Common Stock	113,809	113,809	I
Class B Common Stock^F2,F1	—	May 1, 2018	C	14,700	A	—	—	Class A Common Stock	14,700	128,509	I
Series E Preferred Stock^F2,F3,F1	—	May 1, 2018	C	113,809	D	—	—	Class B Common Stock	113,809	0	I
Series F Preferred Stock^F2,F3,F1	—	May 1, 2018	C	14,700	D	—	—	Class B Common Stock	14,700	0	I
Class B Common Stock^F4,F1	—	May 1, 2018	C	4,472,202	A	—	—	Class A Common Stock	4,472,202	4,490,017	I
Class B Common Stock^F4,F1	—	May 1, 2018	C	312,000	A	—	—	Class A Common Stock	312,000	4,802,017	I
Series E Preferred Stock^F4,F3,F1	—	May 1, 2018	C	4,472,202	D	—	—	Class B Common Stock	4,472,202	0	I
Series F Preferred Stock^F4,F3,F1	—	May 1, 2018	C	312,000	D	—	—	Class B Common Stock	312,000	0	I
Class B Common Stock^F5,F1	—	May 1, 2018	C	317,030	A	—	—	Class A Common Stock	317,030	318,039	I
Class B Common Stock^F5,F1	—	May 1, 2018	C	12,008	A	—	—	Class A Common Stock	12,008	330,047	I
Series E Preferred Stock^F5,F3,F1	—	May 1, 2018	C	317,030	D	—	—	Class B Common Stock	317,030	0	I
Series F Preferred Stock^F5,F3,F1	—	May 1, 2018	C	12,008	D	—	—	Class B Common Stock	12,008	0	I

Explanation of responses

F1Each share of the issuer's Class B Common Stock will convert into 1 share of 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, or (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less that 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 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.
F2Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the general partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
F3Each share of the issuer's Series E and Series F Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and had no expiration date.
F4Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
F5Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.