SEC Form 4 · accession 0001225208-18-016437
SMARTSHEET INC · SMAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James N White
Director
Period of report
Dec 6, 2018
Accepted (ET)
Dec 10, 2018 · 8:03 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 | Dec 6, 2018 | J | 43,557 | $0.00 | A | 43,557 | I | By Ltd Liability Company (SHM) |
| Class A Common StockF3,F4 | Dec 6, 2018 | C | 4,802,017 | $0.00 | A | 4,802,017 | I | By Ltd Partnership (SHV) |
| Class A Common StockF3,F4 | Dec 6, 2018 | J | 4,802,017 | $0.00 | D | 0 | I | By Ltd Partnership (SHV) |
| Class A Common StockF5,F6 | Dec 6, 2018 | J | 50,617 | $0.00 | A | 50,617 | I | By Trust |
| Class A Common StockF7 | holding | — | — | — | 10,000 | 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 StockF3,F4,F8 | — | Dec 6, 2018 | C | 4,802,017 | D | — | — | Class A Common Stock | 4,802,017 | 0 | I |
| Class B Common StockF9,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 128,509 | 128,509 | I |
| Class B Common StockF6,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 330,047 | 330,047 | I |
Explanation of responses
- F1Represents the receipt of shares in the pro rata distribution described below, for no additional consideration, by Sutter Hill Management Company, L.L.C., a limited partner of Sutter Hill Ventures, a California Limited Partnership.
- F2Shares held by Sutter Hill Management Company, L.L.C. Sutter Hill Ventures, a California Limited Partnership has voting and dispositive power over the shares held by Sutter Hill Management Company, L.L.C., and the reporting person is a trustee of a trust which is a member of Sutter Hill Management Company, L.L.C. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
- F3Effective December 6, 2018, Sutter Hill Ventures, a California Limited Partnership converted 4,802,017 shares of Class B Common Stock to Class A Common Stock and effected a pro rata distribution to its limited partners and its general partner for no additional consideration.
- 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.
- F5Represents the receipt of shares in a pro rata distribution effective December 6, 2018, for no additional consideration, from 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.
- F6Shares 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.
- F7The reporting person shares pecuniary interest in these shares with other individuals pursuant to a contractual relationship. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares.
- F8Each 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.
- F9Shares 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.