SEC Form 4 · accession 0001737521-18-000002
SMARTSHEET INC · SMAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Arntz
Officer — Snr. VP of WW Field Operations
Period of report
Nov 14, 2018
Accepted (ET)
Nov 15, 2018 · 8:02 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 | Nov 14, 2018 | C | 4,000 | $0.00 | A | 5,470 | D | |
| Class A Common StockF4 | Nov 14, 2018 | S | 4,000 | $26.2376 | D | 1,470 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy Class B Common Stock)F5,F6 | $2.72 | Nov 14, 2018 | M | 4,000 | D | — | Oct 27, 2026 | Class B Common Stock | 4,000 | 926,000 | D |
| Class B Common StockF6 | — | Nov 14, 2018 | M | 4,000 | A | — | — | Class A Common Stock | 4,000 | 52,172 | D |
| Class B Common StockF6,F7 | — | Nov 14, 2018 | C | 4,000 | D | — | — | Class A Common Stock | 4,000 | 48,172 | D |
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.
- F2Includes 1,470 shares of Class A Common Stock acquired under the issuer's employee stock purchase plan on September 25, 2018.
- F3The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.07 to $26. 44 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F5The option vested as to 25% of the total shares on October 6, 2017 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on October 6, 2020, subject to the reporting person's provision of service to the issuer on each vesting date.
- F6The 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.
- F7The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.