Sec Form 13G Filing - Insight Venture Partners VII L.P. @ SMARTSHEET INC

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),

(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

(Amendment No. )*

SMARTSHEET INC.

(Name of Issuer)

CLASS A COMMON STOCK, NO PAR VALUE PER SHARE

(Title of Class of Securities)

83200N103

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 83200N103				13G	Page 2 of 17 Pages

1.	NAMES OF REPORTING PERSONS Insight Venture Partners VII, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 13,229,248(1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 13,229,248(1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,229,248(1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.5%(2)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)	Includes 13,229,248 shares of Class A Common Stock issuable upon the conversion of 13,229,248 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. See Item 4.

(2)

The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated assuming the conversion of all shares of Class B Common Stock held by the Reporting Persons but no conversion of any other shares of Class B Common Stock. As of October 31, 2018, the Issuer had 28,866,909 shares of Class A Common Stock outstanding as set forth in the Form 10-Q filed with the U.S. Securities and Exchange Commission on December 10, 2018.

CUSIP No. 83200N103				13G	Page 3 of 17 Pages

1.	NAMES OF REPORTING PERSONS Insight Venture Partners (Cayman) VII, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 5,823,785(1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 5,823,785(1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,823,785(1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.4%(2)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)	Includes 5,823,785 shares of Class A Common Stock issuable upon the conversion of 5,823,785 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. See Item 4.

(2)

The percentage of class represented by the amount in row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated assuming the conversion of all shares of Class B Common Stock held by the Reporting Persons but no conversion of any o ther shares of Class B Common Stock. As of October 31, 2018, the Issuer had 28,866,909 shares of Class A Common Stock outstanding as set forth in the Form 10-Q filed with the U.S. Securities and Exchange Commission on December 10, 2018.

CUSIP No. 83200N103				13G	Page 4 of 17 Pages

1.	NAMES OF REPORTING PERSONS Insight Venture Partners (Delaware) VII, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 836,786(1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 836,786(1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 836,786(1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.5%(2)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)	Includes 836,786 shares of Class A Common Stock issuable upon the conversion of 836,786 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. See Item 4.

(2)

CUSIP No. 83200N103				13G	Page 5 of 17 Pages

1.	NAMES OF REPORTING PERSONS Insight Venture Partners VII (Co-Investors), L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 306,191(1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 306,191(1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 306,191(1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5%(2)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)	Includes 306,191 shares of Class A Common Stock issuable upon the conversion of 306,191 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. See Item 4.

(2)

CUSIP No. 83200N103				13G	Page 6 of 17 Pages

1.	NAMES OF REPORTING PERSONS Insight Venture Associates VII, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 20,196,010(1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 20,196,010(1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,196,010(1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.9%(2)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)	Includes 20,196,010 shares of Class A Common Stock issuable upon the conversion of 20,196,010 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. See Item 4.

(2)

CUSIP No. 83200N103				13G	Page 7 of 17 Pages

1.	NAMES OF REPORTING PERSONS Insight Venture Associates VII, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 20,196,010(1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 20,196,010(1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,196,010(1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.9%(2)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1)	Includes 20,196,010 shares of Class A Common Stock issuable upon the conversion of 20,196,010 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. See Item 4.

(2)

CUSIP No. 83200N103				13G	Page 8 of 17 Pages

1.	NAMES OF REPORTING PERSONS Insight Venture Partners Coinvestment Fund II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 7,134,997(1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 7,134,997(1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,134,997(1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.7%(2)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)	Includes 7,134,997 shares of Class A Common Stock issuable upon the conversion of 7,134,997 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. See Item 4.

(2)

CUSIP No. 83200N103				13G	Page 9 of 17 Pages

1.	NAMES OF REPORTING PERSONS Insight Venture Associates Coinvestment II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 7,138,648(1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 7,138,648(1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,138,648(1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.7%(2)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)	Includes 7,134,997 shares of Class A Common Stock issuable upon the conversion of 7,134,997 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. See Item 4.

(2)

CUSIP No. 83200N103				13G	Page 10 of 17 Pages

1.	NAMES OF REPORTING PERSONS Insight Holdings Group, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b)
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 27,334,658(1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 27,334,658(1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,334,658(1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 48.6%(2)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)	Includes 27,331,007 shares of Class A Common Stock issuable upon the conversion of 27,331,007 shares of Class B Common Stock into shares of Class A Common Stock on a one-f or-one basis. See Item 4.

(2)

Item 1(a).

Name of Issuer:

Smartsheet Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

10500 NE 8th Street, Suite 1300, Bellevue, WA

Item 2(a).

Name of Person Filing:

This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): (i) Insight Venture Partners VII, L.P., a Cayman Islands exempted limited partnership (“IVP VII”), (ii) Insight Venture Partners (Cayman) VII, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman VII”), (iii) Insight Venture Partners (Delaware) VII, L.P., a Delaware limited partnership (“IVP Delaware VII”), (iv) Insight Venture Partners VII (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Investors VII” and, together with IVP VII, IVP Cayman VII and IVP Delaware VII, the “IVP VII Funds”), (v) Insight Venture Associates VII, L.P., a Delaware limited partnership (“IVA VII”), (vi) Insight Venture Associates VII, Ltd., a Cayman Islands exempted limited company (“IVA VII Ltd”), (vii) Insight Venture Partners Coinvestment Fund II, L.P., a Delaware limited partnership (“IVP Coinvestment II”), (viii) Insight Venture Associates Coinvestment II, L.P., a Delaware limited partnership (“IVA Coinvestment II”), and (ix) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”).

The general partner of each of the IVP VII Funds is IVA VII, whose general partner is IVA VII Ltd. The general partner of IVP Coinvestment II is IVA Coinvestment II. The sole shareholder of IVA VII Ltd and IVA Coinvestment II is Holdings.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.

Item 2(c).

Citizenship:

See Item 2(a).

Item 2(d).

Title of Class of Securities:

Class A common stock, no par value per share (“Class A Common Stock”).

Item 2(e).

CUSIP Number:

83200N103

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:

	(a) ☐	Broker or dealer registered under Section 15 of the Exchange Act.
	(b) ☐	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c) ☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d) ☐	Investment company registered under Section 8 of the Investment Company Act.
	(e) ☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f) ☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g) & 10;	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h) ☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i) ☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j) ☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.

Item 4.

Ownership.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

Each share of the Issuer's shares of Class B common stock, no par value (“Class B Common Stock”), will convert into 1 share of the Issuer's Class A Common Stock (a) at the option of the holder and (b) automatically upon (i) any transfer which occurs after the closing of the Issuer's 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.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

As the general partner of the Insight IVP VII Funds, IVA VII may be deemed to beneficially own all 20,196,010 shares of Class A Common Stock underlying shares of Class B Common Stock held directly by the IVP VII Funds. As the general partner of IVA VII, IVA VII Ltd may be deemed to beneficially own all 20,196,010 shares of Class A Common Stock underlying shares of Class B Common Stock held directly by the IVP VII Funds. As the general partner of IVP Coinvestment II, IVA Coinvestment II may be deemed to beneficially own all 7,134,997 shares of Class A Common Stock underlying shares of Class B Common Stock held directly by the IVP Coinvestment II. As the sole shareholder of IVA VII Ltd and IVA Coinvestment II, Holdings may be deemed to own all 20,196,010 shares of Class A Common Stock underlying shares of Class B Common Stock held directly by the IVP VII Funds, all 3,651 shares of Class A Common Stock held directly by IVA Coinvestment II and all 7,134,997 shares of Class A Common Stock underlying shares of Class B Common Stock held directly by the IVP Coinvestment II. The foregoing is not an admission by IVA VII, IVA VII Ltd, IVP Coinvestment II, IVA Coinvestment II or Holdings that it is the beneficial owner of the shares held of record by the IVP VII Funds, IVP Coinvestment II or IVA Coinvestment II, nor is it an admission by any of the IVP VII Funds, IVP Coinvestment II or IVA Coinvestment II that it is the beneficial owner of any shares held by the other of IVP VII Funds, IVP Coinvestment II or IVA Coinvestment II.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	INSIGHT HOLDINGS GROUP, LLC
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Attorney-in-Fact
	INSIGHT VENTURE PARTNERS VII, L.P.
	By:	Insight Venture Associates VII, L.P., its general partner
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
	By:	Insight Venture Associates VII, L.P., its general partner
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.
	By:	Insight Venture Associates VII, L.P., its general partner
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.
	By:	Insight Venture Associates VII, L.P., its general partner
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President

	INSIGHT VENTURE ASSOCIATES VII, L.P.
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE ASSOCIATES VII, LTD.
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE PARTNERS COINVESTMENT FUND II, L.P.
	By:	Insight Venture Associates Coinvestment II, L.P.,
		its general partner


	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P.
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Authorized Officer

EXHIBIT INDEX



Exhibit 99.1		Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended

Sec Form 13G Filing - Insight Venture Partners VII L.P. filing for SMARTSHEET INC (SMAR) - 2019-02-14