Sec Form 4 Filing - Madrona Investment Partners III @ SMARTSHEET INC - 2018-12-07

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 Madrona Investment Partners III 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 MADRONA VENTURE GROUP, 999 THIRD AVE., 34TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2018 (Street) SEATTLE, WA98104 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 12/07/2018 C 3,985,708 ( 1 ) A $ 0 3,985,708 I By Madrona Venture Fund III, L.P. ( 2 ) Class A Common Stock 12/07/2018 J( 3 ) 3,985,708 D $ 0 0 I By Madrona Venture Fund III, L.P. ( 2 ) Class A Common Stock 12/07/2018 C 159,224 ( 1 ) A $ 0 159,224 I By Madrona Venture Fund III-A, L.P. ( 2 ) Class A Common Stock 12/07/2018 J( 3 ) 159,224 D $ 0 0 I By Madrona Venture Fund III-A, L.P. ( 2 ) Class A Common Stock 12/07/2018 C 833,818 ( 1 ) A $ 0 833,818 I By Madrona Venture Fund IV, L.P. ( 4 ) Class A Common Stock 12/07/2018 J( 3 ) 833,818 D $ 0 0 I By Madrona Venture Fund IV, L.P. ( 4 ) Class A Common Stock 12/07/2018 C 21,251 ( 1 ) A $ 0 21,251 I By Madrona Venture Fund IV-A, L.P. ( 4 ) Class A Common Stock 12/07/2018 J( 3 ) 21,251 D $ 0 0 I By Madrona Venture Fund IV-A, L.P. ( 4 )

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 Class B Common Stock ( 5 ) ( 5 ) 12/07/2018 C 3,985,708 ( 5 ) ( 5 ) Class A Common Stock 3,985,708 $ 0 16,235,797 I By Madrona Venture Fund III, L.P. ( 2 ) Class B Common Stock ( 5 ) ( 5 ) 12/07/2018 C 159,224 ( 5 ) ( 5 ) Class A Common Stock 159,224 $ 0 648,592 I By Madrona Venture Fund III-A,L.P. ( 2 ) Class B Common Stock ( 5 ) ( 5 ) 12/07/2018 C 833,818 ( 5 ) ( 5 ) Class A Common Stock 833,818 $ 0 3,396,564 I By Madrona Venture Fund IV, L.P. ( 4 ) Class B Common Stock ( 5 ) ( 5 ) 12/07/2018 C 21,251 ( 5 ) ( 5 ) Class A Common Stock 21,251 $ 0 86,563 I By Madrona Venture Fund IV-A, L.P. ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Madrona Investment Partners III C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE, WA98104 X Madrona Venture Fund III L P C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE, WA98104 X Madrona Venture Fund III-A LP C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE, WA98104 X Madrona Venture Fund IV, LP C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE, WA98104 X Madrona Venture Fund IV-A, LP C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE, WA98104 X Signatures /s/ Troy CichosAuthorized Signatory on behalf of theReporting Persons 12/11/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the opt ions listed in Table II. ( 2 )These securities are held of record by Madrona Venture Fund III, L.P ("Madrona III") and Madrona Venture Fund III-A, L.P. ("Madrona III-A"), as applicable. Madrona Investment Partners III, L.P. ("Madrona Partners III") is the general partner of Madrona III and Madrona III-A, and Madrona III General Partner, LLC ("Madrona III LLC") is the general partner of Madrona Partners III. Matthew McIlwain, a member of the issuer's board of directors, together with Tom Alberg, Paul Goodrich, Scott Jacobson, Len Jordon, and Tim Porter, are the managing members of Madrona III LLC, and each may be deemed to share voting and investment power over the securities held by Madrona III and Madrona III-A. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the securities' inclusion herein shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purposes. ( 3 )The shares reported on this form represent pro rata distributions, and not sales, of securities by the reporting holder to its partners or members of the funds for which it acts as nominee without consideration. ( 4 )These securities are held of record by Madrona Venture Fund IV, L.P. ("Madrona IV") and Madrona Venture Fund IV-A, L.P. ("Madrona IV-A"), as applicable. Madrona Investment Partners IV, L.P.("Madrona Partners IV") is the general partner of Madrona IV and Madrona IV-A, and Madrona IV General Partner, LLC ("Madrona IV LLC") is the general partner of Madrona Partners IV. Matthew McIlwain, a member of the issuer's board of directors, together with Tom Alberg, Paul Goodrich, Scott Jacobson, Len Jordon, and Tim Porter, are the managing members of Madrona IV LLC, and each may be deemed to share voting and investment power over the securities held by Madrona Fund IV and Madrona Fund IV-A. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the securities' inclusion herein shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purposes. ( 5 )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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