SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Marshall Jolene Lau

(Last)

(First)

(Middle)

C/O SMARTSHEET INC.

10500 NE 8TH ST., SUITE 1300

(Street)

BELLEVUE

98004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2021

3. Issuer Name and Ticker or Trading Symbol
SMARTSHEET INC [ SMAR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	7,366	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy Class A Common Stock)	⁽¹⁾	03/05/2028	Class A Common Stock	27,394	$9.53	D
Stock Option (right to buy Class A Common Stock)	⁽²⁾	03/05/2028	Class A Common Stock	14,000	$9.53	D
Stock Option (right to buy Class A Common Stock)	⁽³⁾	03/19/2031	Class A Common Stock	9,226	$62.56	D
Restricted Stock Units (RSU) (Class A)	⁽⁴⁾	03/13/2029	Class A Common Stock	2,091	⁽⁵⁾	D
Restricted Stock Units (RSU) (Class A)	⁽⁶⁾	03/16/2030	Class A Common Stock	7,151	⁽⁵⁾	D
Restricted Stock Units (RSU) (Class A)	⁽⁷⁾	03/19/2031	Class A Common Stock	7,434	⁽⁵⁾	D

Explanation of Responses:

1. The option is fully vested and exercisable.

2. The option vested as to 25% of the total shares on February 1, 2019 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on February 1, 2022, subject to continued service through each vesting date.

3. The option vests as to 25% of the total shares on February 15, 2022 and then 6.25% of the total shares vest quarterly thereafter, with 100% of the total shares vested and exercisable on February 15, 2025, subject to continued service through each vesting date.

4. The RSUs vested as to 25% of the total shares on February 15, 2020 and then 6.25% of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

5. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

6. The RSUs vested as to 25% of the total shares on February 15, 2021 and then 6.25% of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

7. The RSUs vest as to 25% of the total shares on February 15, 2022 and then 6.25% of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Paul Porrini as attorney-in-fact for Jolene Marshall	11/17/2021
	** Signature of Reporting Person	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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.