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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* MADER MARK PATRICK (Last) (First) (Middle) C/O SMARTSHEET INC. 500 108TH AVENUE NE #200 (Street) BELLEVUE WA 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 X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 02/15/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/15/2024		M		5,531	A	(1)	571,469(2)	D
Class A Common Stock	02/15/2024		M		4,337	A	(1)	575,806	D
Class A Common Stock	02/15/2024		M		4,486	A	(1)	580,292	D
Class A Common Stock	02/15/2024		M		11,085	A	(1)	591,377	D
Class A Common Stock	02/15/2024		F		6,820(3)	D	$45.68	584,557	D
Class A Common Stock								51,250	I	By T49C Trust(4)
Class A Common Stock								51,250	I	By T77A Trust(4)
Class A Common Stock								40,000	I	By L29 Trust(4)
Class A Common Stock								40,000	I	By L38 Trust(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSU) (Class A)	(1)	02/15/2024		M			5,531	(5)	03/19/2030	Class A Common Stock	5,531	$0	0	D
Restricted Stock Units (RSU) (Class A)	(1)	02/15/2024		M			4,337	(6)	03/19/2031	Class A Common Stock	4,337	$0	17,347	D
Restricted Stock Units (RSU) (Class A)	(1)	02/15/2024		M			4,486	(7)	12/07/2031	Class A Common Stock	4,486	$0	31,402	D
Restricted Stock Units (RSU) (Class A)	(1)	02/15/2024		M			11,085	(8)	12/06/2032	Class A Common Stock	11,085	$0	77,598	D

Explanation of Responses:

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

2. Includes 179 shares of Class A Common Stock acquired under the issuer's employee stock purchase plan on December 29, 2023.

3. Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person.

4. These securities are held of record by Douglas Porter, Trustee of each of the T77A Trust, T49C Trust, L38 Trust, and L29 Trust, trusts for the benefit of the reporting person's 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.

5. 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.

6. The RSUs vested 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.

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

8. The RSUs vested as to 33.3% of the total shares on November 15, 2023, and then 8.33% of the total shares shall vest quarterly thereafter, subject to continued service through each vesting date.

Remarks:

	/s/ Jolene Marshall as attorney-in-fact for Mark Mader	02/20/2024
	** 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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