SEC Form 4 · accession 0001628280-18-005589
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
May 1, 2018
Accepted (ET)
May 1, 2018 · 7:09 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 F Preferred StockF3,F1,F2 | — | May 1, 2018 | C | 19,455 | D | — | — | Class B Common Stock | 19,455 | 0 | I |
| Class B Common StockF2,F3 | — | May 1, 2018 | C | 19,455 | A | — | — | Class A Common Stock | 19,455 | 107,814 | I |
Explanation of responses
- F1Each 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 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 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 IV-A, L.P. ("Madrona Fund IV-A"). Madrona Investment Partners IV, L.P. ("Madrona Partners IV") is the general partner of Madrona Fund 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-A. Each of such individuals 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.