Form Type: 4

SEC EDGAR Link
Acccession Number:0001652155-19-000007
Date:2019-06-10
Issuer: SMARTSHEET INC (SMAR)
Original Submission Date:

Reporting Person:

CERAN JENNIFER
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 20,000 a $0.00 22,393 direct
CLASS A COMMON STOCK 2019-06-10 S 20,000 d $44.70 2,393 direct
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
STOCK OPTION (RIGHT TO BUY CLASS B COMMON STOCK) 2.72 2019-06-10 deemed execution date M 20,000 (d) 2026-10-27 class b common stock 20,000 $2.72 814,486 direct
CLASS B COMMON STOCK 0.0 2019-06-10 deemed execution date M 20,000 (a) class a common stock 20,000 $0.00 95,945 direct
CLASS B COMMON STOCK 0.0 2019-06-10 deemed execution date C 20,000 (d) class a common stock 20,000 $0.00 75,945 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 $44.39 to $45.00 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 option vested as to 25% of the total shares on september 12, 2017 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on september 12, 2020, subject to the reporting person's provision of service to the issuer on each vesting date.
f5 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 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.
f6 the holder elected to convert the class b common stock to class a common stock on a 1-for-1 basis.

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