Sec Form 3 Filing - FREI BRENT @ SMARTSHEET INC - 2018-04-26

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
FREI BRENT
2. Issuer Name and Ticker or Trading Symbol
SMARTSHEET INC [ SMAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SMARTSHEET, INC., 10500 NE 8TH ST., SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
04/26/2018
(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
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 ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,693,305 D
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 25,000 I By Samantha Frei Irrevocable Trust dated January 7, 2018 ( 2 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 25,000 I By Sofia Frei Irrevocable Trust dated January 7, 2018 ( 2 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 25,000 I By Tessa Frei Irrevocable Trust dated January 7, 2018 ( 2 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 25,000 I By Thomas Frei Irrevocable Trust dated January 7, 2018 ( 2 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 25,000 I By Tucker Frei Irrevocable Trust dated January 7, 2018 ( 2 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 100,000 I By CC GRAT of 2017 ( 3 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 100,000 I By Frei GRAT of 2017 ( 3 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 100,000 I By KF GRAT of 2017 ( 3 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 100,000 I By MF GRAT of 201 ( 3 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 100,000 I By SD GRAT of 2017 ( 3 )
Series A Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class B Common Stock ( 1 ) 4,151,237 D
Series B Preferred Stock ( 5 ) ( 5 ) ( 5 ) Class B Common Stock ( 1 ) 1,441,685 D
Stock Option (right to buy Class B Common Stock) $ 1.52 ( 6 ) 02/18/2025 Class B Common Stock 25,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FREI BRENT
C/O SMARTSHEET, INC.
10500 NE 8TH ST., SUITE 1300
BELLEVUE, WA98004
X
Signatures
/s/ Paul Porrini as attorney-in-fact for Brent Frei 04/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 or (b) automatically upon (i) any transfer which occurs after the closing of the issuer's initial public offering ("IPO"), except for certain permitted transfers, and (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.
( 2 )These securities are held of record by Mark A. Frei, Trustee of each of the Samantha Frei Irrevocable Trust dated January 7, 2018, Sofia Frei Irrevocable Trust dated January 7, 2018, Tessa Frei Irrevocable Trust dated January 7, 2018, Thomas Frei Irrevocable Trust dated January 7, 2018, and Tucker Frei Irrevocable Trust dated January 7, 2018, trusts for the benefit of the reporting person's minor children. The reporting person disclaims beneficial ownership over such securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 3 )These securities are held of record by Brent Frei, Trustee of each of the CC GRAT of 2017, the Frei GRAT of 2017, the KF GRAT of 2017, the MF GRAT of 2017 and the SD GRAT of 2017.
( 4 )Each share of the issuer's Series A Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
( 5 )Each share of the issuer's Series B Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
( 6 )The option vested as to 25% of the total shares on January 1, 2016 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on January 1, 2019, subject to the reporting person's provision of service to the issuer on each vesting date.

Remarks:
Exhibit List - Exhibit 24 - Power of Attorney

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