Sec Form 4 Filing - Arntz Michael @ SMARTSHEET INC - 2019-01-09

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
Arntz Michael
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)
Snr. VP of WW Field Operations
(Last) (First) (Middle)
C/O SMARTSHEET INC., 10500 NE 8TH ST., SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
01/09/2019
(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 01/09/2019 C 4,000 ( 1 ) A $ 0 5,470 D
Class A Common Stock 01/09/2019 S( 2 ) 4,000 D $ 26 1,470 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) $ 2.72 01/09/2019 M 4,000 ( 3 ) 10/27/2026 Class B Common Stock ( 4 ) 4,000 $ 0 922,000 D
Class B Common Stock ( 4 ) ( 4 ) 01/09/2019 M 4,000 ( 4 ) ( 4 ) Class A Common Stock 4,000 $ 0 52,172 D
Class B Common Stock ( 4 ) ( 4 ) 01/09/2019 C 4,000 ( 5 ) ( 4 ) ( 4 ) Class A Common Stock 4,000 $ 0 48,172 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Arntz Michael
C/O SMARTSHEET INC.
10500 NE 8TH ST., SUITE 1300
BELLEVUE, WA98004
Snr. VP of WW Field Operations
Signatures
/s/ Paul Porrini as attorney-in-fact for Michael Arntz 01/10/2019
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 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
( 3 )The option vested as to 25% of the total shares on October 6, 2017 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on October 6, 2020, subject to the reporting person's provision of service to the issuer on each vesting date.
( 4 )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.
( 5 )The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.

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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