Sec Form 4 Filing - PORRINI PAUL @ SMARTSHEET INC - 2019-06-18

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
PORRINI PAUL
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 Legal Officer & GC
(Last) (First) (Middle)
C/O SMARTSHEET INC., 10500 NE 8TH ST., SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
06/18/2019
(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 06/18/2019 C 20,000 ( 1 ) A $ 0 22,363 ( 2 ) D
Class A Common Stock 06/18/2019 S( 3 ) 20,000 D $ 49.5405 ( 4 ) 2,363 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
Stock Option (right to buy Class B Common Stock) $ 9.53 06/18/2019 M 20,000 ( 5 ) 03/21/2028 Class B Common Stock ( 6 ) 20,000 $ 0 465,000 D
Class B Common Stock ( 6 ) ( 6 ) 06/18/2019 M 20,000 ( 6 ) ( 6 ) Class A Common Stock 20,000 $ 0 20,000 D
Class B Common Stock ( 6 ) ( 6 ) 06/18/2019 C 20,000 ( 7 ) ( 6 ) ( 6 ) Class A Common Stock 20,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PORRINI PAUL
C/O SMARTSHEET INC.
10500 NE 8TH ST., SUITE 1300
BELLEVUE, WA98004
Chief Legal Officer & GC
Signatures
/s/ Paul Porrini 06/18/2019
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 options listed in Table II.
( 2 )Includes 893 shares of Class A Common Stock acquired under the issuer's employee stock purchase plan on March 24, 2019.
( 3 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
( 4 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.50 to $49.62 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 5 )The option vests as to 2.0833% of the total shares monthly, commencing on April 19, 2018, with 100% of the total shares vested and exercisable on March 19, 2022, subject to the reporting person's provision of service to the issuer on each vesting date.
( 6 )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.
( 7 )The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.

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