SEC Form 4 · accession 0001628280-18-005582

SMARTSHEET INC · SMAR

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

Reporting owner

Matthew S McIlwain

Director · 10% Owner

Period of report

May 1, 2018

Accepted (ET)

May 1, 2018 · 7:06 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-4 Preferred Stock^F3,F1,F2	—	May 1, 2018	C	8,099,380	D	—	—	Class B Common Stock	8,662,205	0	I
Class B Common Stock^F2,F3	—	May 1, 2018	C	8,662,205	A	—	—	Class A Common Stock	8,662,205	8,662,205	I
Series B Preferred Stock^F3,F4,F2	—	May 1, 2018	C	5,545,225	D	—	—	Class B Common Stock	5,545,225	0	I
Class B Common Stock^F2,F3	—	May 1, 2018	C	5,545,225	A	—	—	Class A Common Stock	5,545,225	14,207,430	I
Series C Preferred Stock^F3,F5,F2	—	May 1, 2018	C	3,299,995	D	—	—	Class B Common Stock	3,299,995	0	I
Class B Common Stock^F2,F3	—	May 1, 2018	C	3,299,995	A	—	—	Class A Common Stock	3,299,995	17,507,425	I
Series D Preferred Stock^F3,F6,F2	—	May 1, 2018	C	1,928,855	D	—	—	Class B Common Stock	1,928,855	0	I
Class B Common Stock^F2,F3	—	May 1, 2018	C	1,928,855	A	—	—	Class A Common Stock	1,928,855	19,436,280	I
Series E Preferred Stock^F3,F7,F2	—	May 1, 2018	C	785,225	D	—	—	Class B Common Stock	785,225	0	I
Class B Common Stock^F2,F3	—	May 1, 2018	C	785,225	A	—	—	Class A Common Stock	785,225	20,221,505	I
Series A-4 Preferred Stock^F8,F1,F2	—	May 1, 2018	C	323,560	D	—	—	Class B Common Stock	346,043	—	I
Class B Common Stock^F2,F8	—	May 1, 2018	C	346,043	A	—	—	Class A Common Stock	346,043	346,043	I
Series B Preferred Stock^F8,F4,F2	—	May 1, 2018	C	221,520	D	—	—	Class B Common Stock	221,520	0	I
Class B Common Stock^F2,F8	—	May 1, 2018	C	221,520	A	—	—	Class A Common Stock	221,520	567,563	I
Series C Preferred Stock^F8,F5,F2	—	May 1, 2018	C	131,830	D	—	—	Class B Common Stock	131,830	0	I
Class B Common Stock^F2,F8	—	May 1, 2018	C	131,830	A	—	—	Class A Common Stock	131,830	699,393	I
Series D Preferred Stock^F8,F6,F2	—	May 1, 2018	C	77,055	D	—	—	Class B Common Stock	77,055	0	I
Class B Common Stock^F2,F8	—	May 1, 2018	C	77,055	A	—	—	Class A Common Stock	77,055	776,448	I
Series E Preferred Stock^F8,F7,F2	—	May 1, 2018	C	31,368	D	—	—	Class B Common Stock	31,368	0	I
Class B Common Stock^F2,F8	—	May 1, 2018	C	31,368	A	—	—	Class A Common Stock	31,368	807,816	I
Series D Preferred Stock^F9,F6,F2	—	May 1, 2018	C	1,956,060	D	—	—	Class B Common Stock	1,956,060	0	I
Class B Common Stock^F2,F9	—	May 1, 2018	C	1,956,060	A	—	—	Class A Common Stock	1,956,060	2,033,697	I
Series E Preferred Stock^F9,F7,F2	—	May 1, 2018	C	1,433,338	D	—	—	Class B Common Stock	1,433,338	0	I
Class B Common Stock^F2,F9	—	May 1, 2018	C	1,433,338	A	—	—	Class A Common Stock	1,433,338	3,467,035	I
Series F Preferred Stock^F9,F10,F2	—	May 1, 2018	C	763,347	D	—	—	Class B Common Stock	763,347	0	I
Class B Common Stock^F2,F9	—	May 1, 2018	C	763,347	A	—	—	Class A Common Stock	763,347	4,230,382	I
Series D Preferred Stock^F11,F6,F2	—	May 1, 2018	C	49,850	D	—	—	Class B Common Stock	49,850	0	I
Class B Common Stock^F2,F11	—	May 1, 2018	C	49,850	A	—	—	Class A Common Stock	49,850	51,829	I
Series E Preferred Stock^F11,F7,F2	—	May 1, 2018	C	36,530	D	—	—	Class B Common Stock	36,530	0	I
Class B Common Stock^F2,F11	—	May 1, 2018	C	36,530	A	—	—	Class A Common Stock	36,530	88,359	I

Explanation of responses

F1Each share of the issuer's Series A-4 Preferred Stock automatically converted into 1.06949 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 (the "Registration Statement"), and had no expiration date.
F10Each share of the issuer's Series F 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.
F11These securities are held of record by Madrona Venture Fund IV-A, L.P. ("Madrona Fund IV-A"). Madrona Partners IV is the general partner of Madrona Fund IV-A, and 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-A. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, 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.
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 issuer's 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 Madrona Venture Fund III, L.P. ("Madrona Fund III"). Madrona Investment Partners III, L.P. ("Madrona Partners III") is the general partner of Madrona Fund III, 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 Fund III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, 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.
F4Each 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.
F5Each share of the issuer's Series C 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.
F6Each share of the issuer's Series D 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.
F7Each share of the issuer's Series E 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.
F8These securities are held of record by Madrona Venture Fund III-A, L.P. ("Madrona Fund III-A"). Madrona Partners III is the general partner of Madrona Fund III-A, and 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-A. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, 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.
F9These securities are held of record by Madrona Venture Fund IV, L.P. ("Madrona Fund IV"). Madrona Investment Partners IV, L.P. ("Madrona Partners IV") is the general partner of Madrona Fund IV, 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. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, 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.