Sec Form 4 Filing - Praerit Garg @ SMARTSHEET INC - 2020-02-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Praerit Garg 2. Issuer Name and Ticker or Trading Symbol SMARTSHEET INC [ SMAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O SMARTSHEET INC., 10500 NE 8TH ST., SUITE 1300 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2020 (Street) BELLEVUE, WA98004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 02/15/2020 M 21,617 A 25,223 ( 2 ) D Class A Common Stock 02/18/2020 F 5,599 ( 3 ) D $ 50.04 19,624 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units (RSU) (Class A) $ 0 ( 1 ) 02/15/2020 M 21,617 ( 4 ) 02/15/2023 Class A Common Stock 21,617 $ 0 64,854 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Praerit Garg C/O SMARTSHEET INC. 10500 NE 8TH ST., SUITE 1300 BELLEVUE, WA98004 Chief Technology Officer Signatures /s/ Paul T. Porrini as attorney-in-fact for Praerit Garg 02/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement. ( 2 )Includes 606 shares of Class A Common Stock acquired under the issuer's employee stock purchase plan on September 24, 2019. ( 3 )Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person. ( 4 )The RSUs shall vest as to 25% of the total shares on February 15, 2020 and then 6.25% of the total shares shall vest quarterly thereafter, subject to continued service through each vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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