Form Type: 4

SEC EDGAR Link
Acccession Number:0001200925-19-000029
Date:2019-09-10
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 2019-09-10 C 30,000 a $0.00 32,503 direct
CLASS A COMMON STOCK 2019-09-10 S 8,863 d $37.67 23,640 direct
CLASS A COMMON STOCK 2019-09-10 S 19,437 d $38.14 4,203 direct
CLASS A COMMON STOCK 2019-09-10 S 1,700 d $38.99 2,503 direct
CLASS A COMMON STOCK 2019-09-11 S 1,091 d $38.61 70,159 indirect f7
CLASS A COMMON STOCK 2019-09-11 S 3,446 d $39.81 66,713 indirect f7
CLASS A COMMON STOCK 2019-09-11 S 463 d $40.47 66,250 indirect f7
CLASS A COMMON STOCK 2019-09-11 S 986 d $38.60 70,264 indirect f7
CLASS A COMMON STOCK 2019-09-11 S 3,405 d $39.76 66,859 indirect f7
CLASS A COMMON STOCK 2019-09-11 S 609 d $40.44 66,250 indirect f7
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 2019-09-10 deemed execution date C 30,000 (d) class a common stock 30,000 $0.00 1,089,254 direct
CLASS B COMMON STOCK 0.0 2019-09-10 deemed execution date G 100,000 (d) class a common stock 100,000 $0.00 989,254 direct
CLASS B COMMON STOCK 0.0 2019-09-10 deemed execution date G 50,000 (a) class a common stock 50,000 $0.00 50,000 indirect by t77a trust
CLASS B COMMON STOCK 0.0 2019-09-10 deemed execution date G 50,000 (a) class a common stock 50,000 $0.00 50,000 indirect by t49c trust
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 $36.93 to $37.925 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 $37.93 to $38.89 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 $38.94 to $39.05 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 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $38.13 to $39.09 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.
f7 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.
f8 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $39.315 to $40.27 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 $40.425 to $40.495 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 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $38.14 to $38.98 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.
f11 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $39.31 to $40.24 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.
f12 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $40.38 to $40.495 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.
f13 the 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.

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