SEC Form 4 · accession 0001628280-18-005579

SMARTSHEET INC · SMAR

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

Reporting owner

Brent Frei

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

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock	May 1, 2018	C	500,000	$0.00	A	500,000	D
Class A Common Stock	May 1, 2018	S	500,000	$15.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred Stock^F1,F2	—	May 1, 2018	C	4,151,237	D	—	—	Class B Common Stock	4,151,237	0	D
Class B Common Stock^F2	—	May 1, 2018	C	4,151,237	A	—	—	Class A Common Stock	4,151,237	5,844,542	D
Series B Preferred Stock^F3,F2	—	May 1, 2018	C	1,441,685	D	—	—	Class B Common Stock	1,441,685	0	D
Class B Common Stock^F2	—	May 1, 2018	C	1,441,685	A	—	—	Class A Common Stock	1,441,685	7,286,227	D
Class B Common Stock^F2,F4	—	May 1, 2018	C	500,000	D	—	—	Class A Common Stock	500,000	6,786,227	D
Class B Common Stock^F2,F5	—	holding	—	—	—	—	—	Class A Common Stock	25,000	25,000	I
Class B Common Stock^F2,F5	—	holding	—	—	—	—	—	Class A Common Stock	25,000	25,000	I
Class B Common Stock^F2,F5	—	holding	—	—	—	—	—	Class A Common Stock	25,000	25,000	I
Class B Common Stock^F2,F5	—	holding	—	—	—	—	—	Class A Common Stock	25,000	25,000	I
Class B Common Stock^F2,F5	—	holding	—	—	—	—	—	Class A Common Stock	25,000	25,000	I
Class B Common Stock^F2,F6	—	holding	—	—	—	—	—	Class A Common Stock	100,000	100,000	I
Class B Common Stock^F2,F6	—	holding	—	—	—	—	—	Class A Common Stock	100,000	100,000	I
Class B Common Stock^F2,F6	—	holding	—	—	—	—	—	Class A Common Stock	100,000	100,000	I
Class B Common Stock^F2,F6	—	holding	—	—	—	—	—	Class A Common Stock	100,000	100,000	I
Class B Common Stock^F2,F6	—	holding	—	—	—	—	—	Class A Common Stock	100,000	100,000	I

Explanation of responses

F1Each share of the issuer's Series A Preferred Stock automatically converted into 1 share 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 (the "Registration Statement"), 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.
F3Each share of the issuer's Series B Preferred Stock automatically converted into 1 share 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 IPO pursuant to the Registration Statement, and had no expiration date.
F4The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
F5These securities are held of record by Mark A. Frei, Trustee of each of the Samantha Frei Irrevocable Trust dated January 7, 2018, Sofia Frei Irrevocable Trust dated January 7, 2018, Tessa Frei Irrevocable Trust dated January 7, 2018, Thomas Frei Irrevocable Trust dated January 7, 2018, and Tucker Frei Irrevocable Trust dated January 7, 2018, trusts for the benefit of the reporting person's minor 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.
F6These securities are held of record by Brent Frei, Trustee of each of the CC GRAT of 2017, the Frei GRAT of 2017, the KF GRAT of 2017, the MF GRAT of 2017 and the SD GRAT of 2017.