SEC Form 4 · accession 0001737530-19-000004
SMARTSHEET INC · SMAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eugene Farrell
Officer — Senior VP of Product
Period of report
Feb 6, 2019
Accepted (ET)
Feb 8, 2019 · 6:45 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 | Feb 6, 2019 | C | 40,000 | $0.00 | A | 41,593 | D | |
| Class A Common Stock | Feb 6, 2019 | S | 40,000 | $34.00 | D | 1,593 | 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)F3,F4 | $5.28 | Feb 6, 2019 | M | 40,000 | D | — | Aug 8, 2027 | Class B Common Stock | 40,000 | 930,000 | D |
| Class B Common StockF4 | — | Feb 6, 2019 | M | 40,000 | A | — | — | Class A Common Stock | 40,000 | 40,000 | D |
| Class B Common StockF4,F5 | — | Feb 6, 2019 | C | 40,000 | D | — | — | Class A Common Stock | 40,000 | 0 | 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.
- F2The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
- F3The option vests as to 20% of the total shares on June 1, 2018, then 2.0833% of the total shares vest monthly during the second and fourth year of vesting, and 2.5% of the total shares vest monthly during the third year of vesting, with 100% of the total shares vested and exercisable on June 1, 2021, subject to the reporting person's provision of service to the issuer on each vesting date.
- F4The 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.
- F5The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.