Sec Form 4 Filing - Insight Holdings Group, LLC @ SMARTSHEET INC - 2018-05-01

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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
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
Series A-4 Preferred Stock ( 1 ) 05/01/2018 C 545,174 ( 1 ) ( 1 ) Class B common stock ( 2 ) 583,056 $ 0 0 ( 3 ) I See footnote ( 4 )
Series A-4 Preferred Stock ( 1 ) 05/01/2018 C 239,996 ( 1 ) ( 1 ) Class B common stock ( 2 ) 256,672 $ 0 0 ( 3 ) I See footnote ( 5 )
Series A-4 Preferred Stock ( 1 ) 05/01/2018 C 294,031 ( 1 ) ( 1 ) Class B common stock ( 2 ) 314,462 $ 0 0 ( 3 ) I See footnote ( 6 )
Series A-4 Preferred Stock ( 1 ) 05/01/2018 C 12,616 ( 1 ) ( 1 ) Class B common stock ( 2 ) 13,491 $ 0 0 ( 3 ) I See footnote ( 7 )
Series A-4 Preferred Stock ( 1 ) 05/01/2018 C 34,483 ( 1 ) ( 1 ) Class B common stock ( 2 ) 36,877 $ 0 0 ( 3 ) I See footnote ( 8 )
Series C Preferred Stock ( 9 ) 05/01/2018 C 360,537 ( 9 ) ( 9 ) Class B common stock ( 2 ) 360,537 $ 0 0 ( 3 ) I See footnote ( 4 )
Series C Preferred Stock ( 9 ) 05/01/2018 C 158,715 ( 9 ) ( 9 ) Class B common stock ( 2 ) 158,715 $ 0 0 ( 3 ) I See footnote ( 5 )
Series C Preferred Stock ( 9 ) 05/01/2018 C 194,453 ( 9 ) ( 9 ) Class B common stock ( 2 ) 194,453 $ 0 0 ( 3 ) I See footnote ( 6 )
Series C Preferred Stock ( 9 ) 05/01/2018 C 8,344 ( 9 ) ( 9 ) Class B common stock ( 2 ) 8,344 $ 0 0 ( 3 ) I See footnote ( 7 )
Series C Preferred Stock ( 9 ) 05/01/2018 C 22,806 ( 9 ) ( 9 ) Class B common stock ( 2 ) 22,806 $ 0 0 ( 3 ) I See footnote ( 8 )
Class B Common Stock ( 2 ) 05/01/2018 C 583,056 ( 2 ) ( 2 ) Class A common stock 583,056 $ 0 10,177,099 ( 3 ) I See footnote ( 4 )
Class B Common Stock ( 2 ) 05/01/2018 C 256,672 ( 2 ) ( 2 ) Class A common stock 256,672 $ 0 4,493,702 ( 3 ) I See footnote ( 5 )
Class B Common Stock ( 2 ) 05/01/2018 C 314,462 ( 2 ) ( 2 ) Class A common stock 314,462 $ 0 5,508,363 ( 3 ) I See footnote ( 6 )
Class B Common Stock ( 2 ) 05/01/2018 C 13,491 ( 2 ) ( 2 ) Class A common stock 13,491 $ 0 262,341 ( 3 ) I See footnote ( 7 )
Class B Common Stock ( 2 ) 05/01/2018 C 36,877 ( 2 ) ( 2 ) Class A common stock 36,877 $ 0 670,834 ( 3 ) I See footnote ( 8 )
Class B Common Stock ( 2 ) 05/01/2018 C 360,537 ( 2 ) ( 2 ) Class A common stock 360,537 $ 0 10,177,099 ( 3 ) I See footnote ( 4 )
Class B Common Stock ( 2 ) 05/01/2018 C 158,715 ( 2 ) ( 2 ) Class A common stock 158,715 $ 0 4,493,702 ( 3 ) I See footnote ( 5 )
Class B Common Stock ( 2 ) 05/01/2018 C 194,453 ( 2 ) ( 2 ) Class A common stock 194,453 $ 0 5,508,363 ( 3 ) I See footnote ( 6 )
Class B Common Stock ( 2 ) 05/01/2018 C 8,344 ( 2 ) ( 2 ) Class A common stock 8,344 $ 0 262,341 ( 3 ) I See footnote ( 7 )
Class B Common Stock ( 2 ) 05/01/2018 C 22,806 ( 2 ) ( 2 ) Class A common stock 22,806 $ 0 670,834 ( 3 ) I See footnote ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
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 )The Series A-4 Preferred Stock converted into Class B common stock of the issuer on a one-for-1.06949 basis and had no expiration date.
( 2 )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.
( 3 )This report is the third 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.
( 4 )Held directly by Insight Venture Partners VII, L.P.
( 5 )Held directly by Insight Venture Partners (Cayman) VII, L.P.
( 6 )Held directly by Insight Venture Partners Coinvestment Fund II, L.P.
( 7 )Held directly by Insight Venture Partners VII (Co-Investors), L.P.
( 8 )Held directly by Insight Venture Partners (Delaware) VII, L.P.
( 9 )The Series A-3 Preferred Stock converted into Class B common stock of the issuer on a one-for-one basis and had no expiration 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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