SEC Form 4 · accession 0001628280-18-005578
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
May 1, 2018
Accepted (ET)
May 1, 2018 · 7:04 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-2 Preferred StockF1,F2 | — | May 1, 2018 | C | 62,368 | D | — | — | Class B Common Stock | 63,824 | 0 | D |
| Class B Common StockF2 | — | May 1, 2018 | C | 63,824 | A | — | — | Class A Common Stock | 63,824 | 1,419,254 | D |
| Class B Common StockF2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 126,250 | 126,250 | I |
| Class B Common StockF2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 126,250 | 126,250 | I |
Explanation of responses
- F1Each share of the issuer's Series A-2 Preferred Stock automatically converted into 1.02336 shares of the issuer's Class B Common Stock on May 1, 2018 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-223914) under the Securities Act of 1933, as amended, and had no expiration date.
- F2Each 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 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 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.
- F3These securities are held of record by Michael Mader, 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.