SEC Form 4 · accession 0001366561-18-000021
SMARTSHEET INC · SMAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Madrona Venture Fund III-A LP
10% Owner
Madrona Venture Fund III L P
10% Owner
Madrona Venture Fund IV-A, LP
10% Owner
Madrona Venture Fund IV, LP
10% Owner
Madrona Investment Partners III
10% Owner
Period of report
Dec 7, 2018
Accepted (ET)
Dec 11, 2018 · 9:43 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 7, 2018 | C | 3,985,708 | $0.00 | A | 3,985,708 | I | By Madrona Venture Fund III, L.P. |
| Class A Common StockF2 | Dec 7, 2018 | J | 3,985,708 | $0.00 | D | 0 | I | By Madrona Venture Fund III, L.P. |
| Class A Common StockF1,F2 | Dec 7, 2018 | C | 159,224 | $0.00 | A | 159,224 | I | By Madrona Venture Fund III-A, L.P. |
| Class A Common StockF2 | Dec 7, 2018 | J | 159,224 | $0.00 | D | 0 | I | By Madrona Venture Fund III-A, L.P. |
| Class A Common StockF1,F4 | Dec 7, 2018 | C | 833,818 | $0.00 | A | 833,818 | I | By Madrona Venture Fund IV, L.P. |
| Class A Common StockF4 | Dec 7, 2018 | J | 833,818 | $0.00 | D | 0 | I | By Madrona Venture Fund IV, L.P. |
| Class A Common StockF1,F4 | Dec 7, 2018 | C | 21,251 | $0.00 | A | 21,251 | I | By Madrona Venture Fund IV-A, L.P. |
| Class A Common StockF4 | Dec 7, 2018 | J | 21,251 | $0.00 | D | 0 | I | By Madrona Venture Fund IV-A, L.P. |
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 StockF5,F2 | — | Dec 7, 2018 | C | 3,985,708 | D | — | — | Class A Common Stock | 3,985,708 | 16,235,797 | I |
| Class B Common StockF5,F2 | — | Dec 7, 2018 | C | 159,224 | D | — | — | Class A Common Stock | 159,224 | 648,592 | I |
| Class B Common StockF5,F4 | — | Dec 7, 2018 | C | 833,818 | D | — | — | Class A Common Stock | 833,818 | 3,396,564 | I |
| Class B Common StockF5,F4 | — | Dec 7, 2018 | C | 21,251 | D | — | — | Class A Common Stock | 21,251 | 86,563 | I |
Explanation of responses
- F1Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the options listed in Table II.
- F2These securities are held of record by Madrona Venture Fund III, L.P ("Madrona III") and Madrona Venture Fund III-A, L.P. ("Madrona III-A"), as applicable. Madrona Investment Partners III, L.P. ("Madrona Partners III") is the general partner of Madrona III and Madrona III-A, and Madrona III General Partner, LLC ("Madrona III LLC") is the general partner of Madrona Partners III. Matthew McIlwain, a member of the issuer's board of directors, together with Tom Alberg, Paul Goodrich, Scott Jacobson, Len Jordon, and Tim Porter, are the managing members of Madrona III LLC, and each may be deemed to share voting and investment power over the securities held by Madrona III and Madrona III-A. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the securities' inclusion herein shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purposes.
- F3The shares reported on this form represent pro rata distributions, and not sales, of securities by the reporting holder to its partners or members of the funds for which it acts as nominee without consideration.
- F4These securities are held of record by Madrona Venture Fund IV, L.P. ("Madrona IV") and Madrona Venture Fund IV-A, L.P. ("Madrona IV-A"), as applicable. Madrona Investment Partners IV, L.P.("Madrona Partners IV") is the general partner of Madrona IV and Madrona IV-A, and Madrona IV General Partner, LLC ("Madrona IV LLC") is the general partner of Madrona Partners IV. Matthew McIlwain, a member of the issuer's board of directors, together with Tom Alberg, Paul Goodrich, Scott Jacobson, Len Jordon, and Tim Porter, are the managing members of Madrona IV LLC, and each may be deemed to share voting and investment power over the securities held by Madrona Fund IV and Madrona Fund IV-A. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the securities' inclusion herein shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purposes.
- F5The 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.