Form Type: 4

SEC EDGAR Link
Acccession Number:0001200925-19-000023
Date:2019-06-10
Issuer: SMARTSHEET INC (SMAR)
Original Submission Date:

Reporting Person:

MADER MARK PATRICK
C/O SMARTSHEET INC.
10500 NE 8TH ST., SUITE 1300 BELLEVUE, WA 98004

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-06-10 C 30,000 a $0.00 32,503 direct
CLASS A COMMON STOCK 2019-06-10 S 17,789 d $44.47 14,714 direct
CLASS A COMMON STOCK 2019-06-10 S 12,211 d $45.68 2,503 direct
CLASS A COMMON STOCK 2019-06-11 S 2,240 d $42.90 84,010 indirect f6
CLASS A COMMON STOCK 2019-06-11 S 1,260 d $43.71 82,750 indirect f6
CLASS A COMMON STOCK 2019-06-11 S 1,500 d $44.62 81,250 indirect f6
CLASS A COMMON STOCK 2019-06-11 S 2,100 d $42.87 84,150 indirect f6
CLASS A COMMON STOCK 2019-06-11 S 1,400 d $43.65 82,750 indirect f6
CLASS A COMMON STOCK 2019-06-11 S 1,500 d $44.63 81,250 indirect f6
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2019-06-10 deemed execution date C 30,000 (d) class a common stock 30,000 $0.00 1,179,254 direct
Footnotes
IDfootnote
f1 represents the number of shares that were acquired upon conversion of class b common stock to class a common stock.
f2 the sales reported on this form 4 were effected pursuant to a rule 10b5-1 trading plan adopted by the holder.
f3 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $44.06 to $45.04 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.
f4 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $45.07 to $46.04 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.
f5 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $42.26 to $43.25 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.
f6 these securities are held of record by douglas porter, trustee of each of the t77a trust and the t49c trust, trusts for the benefit of the reporting person's 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.
f7 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $43.31 to $44.21 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
f8 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $44.36 to $45.23 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.
f9 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $43.27 to $44.21 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.
f10 each 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 initial public offering ("ipo"), except for certain permitted transfers, and (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.

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