SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FREI BRENT

(Last)

(First)

(Middle)

C/O SMARTSHEET INC.

10500 NE 8TH ST., SUITE 1300

(Street)

BELLEVUE

98004

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/19/2019		C		4,801,227	A	⁽¹⁾	5,059,041	D
Class A Common Stock	09/19/2019		C		25,000	A	⁽¹⁾	25,000	I	By Samantha Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class A Common Stock	09/19/2019		C		25,000	A	⁽¹⁾	25,000	I	By Sofia Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class A Common Stock	09/19/2019		C		25,000	A	⁽¹⁾	25,000	I	By Tessa Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class A Common Stock	09/19/2019		C		25,000	A	⁽¹⁾	25,000	I	By Thomas Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class A Common Stock	09/19/2019		C		25,000	A	⁽¹⁾	25,000	I	By Tucker Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class A Common Stock	09/19/2019		S		65,000	D	$40.9617⁽³⁾	0	I	By CC GRAT of 2017⁽⁴⁾
Class A Common Stock	09/19/2019		S		65,000	D	$41.0126⁽⁵⁾	0	I	By Frei GRAT of 2017⁽⁴⁾
Class A Common Stock	09/19/2019		S		65,000	D	$40.9506⁽⁶⁾	0	I	By KF GRAT of 2017⁽⁴⁾
Class A Common Stock	09/19/2019		S		65,000	D	$41.0152⁽⁷⁾	0	I	By MF GRAT of 2017⁽⁴⁾
Class A Common Stock	09/19/2019		S		65,000	D	$41.0171⁽⁸⁾	0	I	By SD GRAT of 2017⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	09/19/2019		C			4,801,227	⁽¹⁾	⁽¹⁾	Class A Common Stock	4,801,227	$0	0	D
Class B Common Stock	⁽¹⁾	09/19/2019		C			25,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	$0	0	I	By Samantha Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class B Common Stock	⁽¹⁾	09/19/2019		C			25,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	$0	0	I	By Sofia Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class B Common Stock	⁽¹⁾	09/19/2019		C			25,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	$0	0	I	By Tessa Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class B Common Stock	⁽¹⁾	09/19/2019		C			25,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	$0	0	I	By Thomas Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class B Common Stock	⁽¹⁾	09/19/2019		C			25,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	$0	0	I	By Tucker Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Stock Option (right to buy Class B Common Stock)	$1.52	09/19/2019		J⁽⁹⁾			25,000	⁽¹⁰⁾	02/18/2025	Class B Common Stock	25,000	$0	0	D
Stock Option (right to buy Class A Common Stock)	$1.52	09/19/2019		J⁽⁹⁾		25,000		⁽¹⁰⁾	02/18/2025	Class A Common Stock	25,000	$0	25,000	D

Explanation of Responses:

1. Does not represent a sale or purchase of the issuer's common stock but the automatic conversion of shares of the issuer's Class B Common Stock into shares of the issuer's Class A Common Stock effective as of the date that the total number of shares of outstanding Class B Common Stock ceased to represent at least 15% of all outstanding shares of the issuer's common stock, as set forth in the issuer's Amended and Restated Articles of Incorporation.

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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.82 to $41.31 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.

4. 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.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.82 to $41.47 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.82 to $41.32 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.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.82 to $41.45 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.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.82 to $41.41 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.

9. In connection with the automatic conversion described in note (1) above, outstanding Class B Common Stock options that were issued under the issuer's 2005 Option/Restricted Stock Plan and 2015 Equity Incentive Plan remain unchanged except that the underlying shares are now Class A Common Stock.

10. The option is fully vested and exercisable.

Remarks:

	/s/ Paul Porrini as attorney-in-fact for Brent Frei	09/23/2019
	** 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 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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