Sec Form 4 Filing - Insight Holdings Group, LLC @ SMARTSHEET INC

Insider filing report for Changes in Beneficial Ownership

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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

Insight Holdings Group, LLC

2. Issuer Name and Ticker or Trading Symbol
SMARTSHEET INC [ SMAR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	X __ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR

3. Date of Earliest Transaction (MM/DD/YY)
05/01/2018

(Street)

NEW YORK, NY10036

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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	04/26/2018		J		10,000 ^{( 1 )} ^{( 2 )}	A	$ 0	10,000	I	See footnote ^{( 1 )}

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	^{( 3 )}	05/01/2018		C			13,536	^{( 3 )}	^{( 3 )}	Class B Common Stock ^{( 4 )}	13,536	$ 0	0 ^{( 5 )}	I	See Footnote ^{( 6 )}
Series A Preferred Stock	^{( 3 )}	05/01/2018		C			5,959	^{( 3 )}	^{( 3 )}	Class B Common Stock ^{( 4 )}	5,959	$ 0	0 ^{( 5 )}	I	See Footnote ^{( 7 )}
Series A Preferred Stock	^{( 3 )}	05/01/2018		C			7,300	^{( 3 )}	^{( 3 )}	Class B Common Stock ^{( 4 )}	7,300	$ 0	0 ^{( 5 )}	I	See Footnote ^{( 8 )}
Series A Preferred Stock	^{( 3 )}	05/01/2018		C			313	^{( 3 )}	^{( 3 )}	Class B Common Stock ^{( 4 )}	313	$ 0	0 ^{( 5 )}	I	See Footnote ^{( 9 )}
Series A Preferred Stock	^{( 3 )}	05/01/2018		C			856	^{( 3 )}	^{( 3 )}	Class B Common Stock ^{( 4 )}	856	$ 0	0 ^{( 5 )}	I	See Footnote ^{( 10 )}
Series A-1 Preferred Stock	^{( 11 )}	05/01/2018		C			100,997	^{( 11 )}	^{( 11 )}	Class B Common Stock ^{( 4 )}	100,997	$ 0	0 ^{( 5 )}	I	See Footnote ^{( 6 )}
Series A-1 Preferred Stock	^{( 11 )}	05/01/2018		C			44,461	^{( 11 )}	^{( 11 )}	Class B Common Stock ^{( 4 )}	44,461	$ 0	0 ^{( 5 )}	I	See Footnote ^{( 7 )}
Series A-1 Preferred Stock	^{( 11 )}	05/01/2018		C			54,471	^{( 11 )}	^{( 11 )}	Class B Common Stock ^{( 4 )}	54,471	$ 0	0 ^{( 5 )}	I	See Footnote ^{( 8 )}
Series A-1 Preferred Stock	^{( 11 )}	05/01/2018		C			2,338	^{( 11 )}	^{( 11 )}	Class B Common Stock ^{( 4 )}	2,338	$ 0	0 ^{( 5 )}	I	See Footnote ^{( 9 )}
Series A-1 Preferred Stock	^{( 11 )}	05/01/2018		C			6,388	^{( 11 )}	^{( 11 )}	Class B Common Stock ^{( 4 )}	6,388	$ 0	0 ^{( 5 )}	I	See Footnote ^{( 10 )}
Class B Common Stock	^{( 4 )}	05/01/2018		C		13,536		^{( 4 )}	^{( 4 )}	Class A Common Stock	13,536	$ 0	10,177,099 ^{( 5 )}	I	See Footnote ^{( 6 )}
Class B Common Stock	^{( 4 )}	05/01/2018		C		5,959		^{( 4 )}	^{( 4 )}	Class A Common Stock	5,959	$ 0	4,493,702 ^{( 5 )}	I	See Footnote ^{( 7 )}
Class B Common Stock	^{( 4 )}	05/01/2018		C		7,300		^{( 4 )}	^{( 4 )}	Class A Common Stock	7,300	$ 0	5,508,363 ^{( 5 )}	I	See Footnote ^{( 8 )}
Class B Common Stock	^{( 4 )}	05/01/2018		C		313		^{( 4 )}	^{( 4 )}	Class A Common Stock	313	$ 0	262,341 ^{( 5 )}	I	See Footnote ^{( 9 )}
Class B Common Stock	^{( 4 )}	05/01/2018		C		856		^{( 4 )}	^{( 4 )}	Class A Common Stock	856	$ 0	670,834 ^{( 5 )}	I	See Footnote ^{( 10 )}
Class B Common Stock	^{( 4 )}	05/01/2018		C		100,997		^{( 4 )}	^{( 4 )}	Class A Common Stock	100,997	$ 0	10,177,099 ^{( 5 )}	I	See Footnote ^{( 6 )}
Class B Common Stock	^{( 4 )}	05/01/2018		C		44,461		^{( 4 )}	^{( 4 )}	Class A Common Stock	44,461	$ 0	4,493,702 ^{( 5 )}	I	See Footnote ^{( 7 )}
Class B Common Stock	^{( 4 )}	05/01/2018		C		54,471		^{( 4 )}	^{( 4 )}	Class A Common Stock	54,471	$ 0	5,508,363 ^{( 5 )}	I	See Footnote ^{( 8 )}
Class B Common Stock	^{( 4 )}	05/01/2018		C		2,338		^{( 4 )}	^{( 4 )}	Class A Common Stock	2,338	$ 0	262,341 ^{( 5 )}	I	See Footnote ^{( 9 )}
Class B Common Stock	^{( 4 )}	05/01/2018		C		6,388		^{( 4 )}	^{( 4 )}	Class A Common Stock	6,388	$ 0	670,834 ^{( 5 )}	I	See Footnote ^{( 10 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Insight Holdings Group, LLC C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036		X
Insight Venture Partners VII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036		X
Insight Venture Partners (Cayman) VII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036		X
Insight Venture Partners (Delaware) VII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036		X
Insight Venture Partners VII (Co-Investors), L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036		X
Insight Venture Associates VII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036		X
Insight Venture Associates VII, Ltd. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036		X
Insight Venture Partners Coinvestment Fund II, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036		X
Insight Venture Associates Coinvestment II, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036		X

**Signatures**
/s/ Insight Holdings Group, LLC, by Blair Flicker, its Authorized Signatory		05/02/2018
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Represents shares of Class A common stock underlying restricted stock units ("RSUs") granted to Ryan Hinkle, a member of the board of directors of the issuer and a Managing Director of Insight Venture Management, LLC, an entity affiliated with the IVP Funds (as defined on Exhibit 99.1 hereto). The reporting persons do not hold voting or dispositive power over the shares of Class A common stock underlying the RSUs held of record by Mr. Hinkle and as such the reporting persons disclaim beneficial ownership of the shares of Class A common stock underlying the RSUs granted to Mr. Hinkle except to the extent of their pecuniary interest therein.
( 2 )Each RSU represents a contingent right to receive 1 share of the issuer's Class A common stock upon settlement. The RSUs shall fully vest on the earlier of (1) the date of the next annual meeting of the issuer's shareholders following the issuer's initial public offering ("IPO") and (2) the date that is one year following the effective date of the award of the RSUs, subject to continued service through the vesting date.
( 3 )The Series A Preferred Stock converted into Class B common stock of the issuer on a one-for-one basis and had no expiration date.
( 4 )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 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, and has no expiration date.
( 5 )This report is the first of five filings made on this 3rd day of May, 2018, to report transactions that occurred on May 1, 2018. The amounts reflected in this column (9) represent the number of derivative securities beneficially owned following the transactions reported across all five filings.
( 6 )Held directly by Insight Venture Partners VII, L.P.
( 7 )Held directly by Insight Venture Partners (Cayman) VII, L.P.
( 8 )Held directly by Insight Venture Partners Coinvestment Fund II, L.P.
( 9 )Held directly by Insight Venture Partners VII (Co-Investors), L.P.
( 10 )Held directly by Insight Venture Partners (Delaware) VII, L.P.
( 11 )The Series A-1 Preferred Stock converted into Class B common stock of the issuer on a one-for-one basis and had no expiration date.

Remarks:
Exhibit ListExhibit 99.1 - Joint Filer InformationExhibit 99.2 - Joint Filers' Signatures

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Sec Form 4 Filing - Insight Holdings Group, LLC @ SMARTSHEET INC - 2018-05-01