0001140361-18-019842.txt : 20180426 0001140361-18-019842.hdr.sgml : 20180426 20180426191123 ACCESSION NUMBER: 0001140361-18-019842 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20180426 FILED AS OF DATE: 20180426 DATE AS OF CHANGE: 20180426 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners Coinvestment Fund II, L.P. CENTRAL INDEX KEY: 0001499578 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18780306 BUSINESS ADDRESS: STREET 1: 680 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 230-9200 MAIL ADDRESS: STREET 1: 680 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners VII, L.P. CENTRAL INDEX KEY: 0001508854 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18780312 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Cayman) VII, L.P. CENTRAL INDEX KEY: 0001508855 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18780311 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates Coinvestment II, L.P. CENTRAL INDEX KEY: 0001545166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18780305 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Delaware) VII, L.P. CENTRAL INDEX KEY: 0001545170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18780310 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates VII, L.P. CENTRAL INDEX KEY: 0001545168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18780308 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates VII, Ltd. CENTRAL INDEX KEY: 0001545169 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18780307 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Holdings Group, LLC CENTRAL INDEX KEY: 0001305473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18780313 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners VII (Co-Investors), L.P. CENTRAL INDEX KEY: 0001519801 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18780309 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P., STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P., STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SMARTSHEET INC CENTRAL INDEX KEY: 0001366561 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 202954357 STATE OF INCORPORATION: WA FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 10500 NE 8TH STREET STREET 2: SUITE 1300 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 855-420-2395 MAIL ADDRESS: STREET 1: 10500 NE 8TH STREET STREET 2: SUITE 1300 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: SMARTSHEET.COM INC DATE OF NAME CHANGE: 20060619 3 1 doc1.xml FORM 3 X0206 3 2018-04-26 0 0001366561 SMARTSHEET INC SMAR 0001305473 Insight Holdings Group, LLC C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001508854 Insight Venture Partners VII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001508855 Insight Venture Partners (Cayman) VII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545170 Insight Venture Partners (Delaware) VII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001519801 Insight Venture Partners VII (Co-Investors), L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545168 Insight Venture Associates VII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545169 Insight Venture Associates VII, Ltd. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001499578 Insight Venture Partners Coinvestment Fund II, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545166 Insight Venture Associates Coinvestment II, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 Series D Preferred Stock Class B common stock 5212395 I See footnote Series D Preferred Stock Class B common stock 22294610 I See footnote Series D Preferred Stock Class B common stock 2811230 I See footnote Series D Preferred Stock Class B common stock 120645 I See footnote Series D Preferred Stock Class B common stock 329700 I See footnote Series E Preferred Stock Class B common stock 948628 I See footnote Series E Preferred Stock Class B common stock 417606 I See footnote Series E Preferred Stock Class B common stock 511628 I See footnote Series E Preferred Stock Class B common stock 21957 I See footnote Series E Preferred Stock Class B common stock 60003 I See footnote Series F Preferred Stock Class B common stock 1748797 I See footnote Series F Preferred Stock Class B common stock 769857 I See footnote Series F Preferred Stock Class B common stock 943187 I See footnote Series F Preferred Stock Class B common stock 40477 I See footnote Series F Preferred Stock Class B common stock 110616 I See footnote See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. Exhibit List Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information Insight Holdings Group, LLC, By: /s/ Blair Flicker, Attorney-in-Fact 2018-04-26 EX-99.1 2 i24572259a.htm EXPLANATION OF RESPONSES


EXPLANATION OF RESPONSES
(1)
The Series D Preferred Stock is immediately convertible into Class B common stock on a one-for-one basis.
(2)
Each share of Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be automatically converted into shares of Class B common stock at the conversion price applicable to such series of preferred stock upon the earliest of (i) the issuer’s sale of Class A common stock or Class B common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, the public offering price of which is not less than (A) $3.00 per share (as adjusted for stock splits, stock dividends, reclassifications and the like), and (B) in respect of the Series F Preferred Stock, $4.00 per share (as adjusted for stock splits, stock dividends, reclassifications and the like), and, in each case, which results in aggregate cash proceeds to the issuer of at least $50,000,000  (net of underwriting discounts and commissions), (ii) the date specified by written consent or agreement of the (A) holders of at least a majority of the then outstanding shares of Class A Preferred Stock, Series B Preferred Stock, Class C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, “Preferred Stock”), voting together as a single voting group on an as-converted to Class B common stock basis, (B) holders of at least a majority of the then outstanding shares of Series B Preferred Stock, voting together as a separate voting group, (C) holders of at least a majority of the then outstanding shares of Series D Preferred Stock, voting together as a separate voting group, (D) holders of at least a majority of the then outstanding shares of Series E Preferred Stock, voting together as a separate voting group and (E) holders of at least a majority of the then outstanding shares of Series F Preferred Stock, voting together as a separate voting group or (iii) the prior cumulative conversion of at least a majority of the shares of (A) Preferred Stock, (B) Series B Preferred Stock, (C) Series D Preferred Stock, (D) Series E Preferred Stock and (E) Series F Preferred Stock.
(3)
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 and (b) automatically upon (i) any transfer which occurs after the closing of the issuer’s initial public offering, 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 issuer’s initial public offering 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.
(4)
Held directly by Insight Venture Partners VII, L.P.
(5)
Held directly by Insight Venture Partners (Cayman) VII, L.P.
(6)
Held directly by Insight Venture Partners Coinvestment Fund II, L.P.
(7)
Held directly by Insight Venture Partners VII (Co-Investors), L.P.
(8)
Held directly by Insight Venture Partners (Delaware) VII, L.P.
(9)
The Series E Preferred Stock is immediately convertible into Class B common stock on a one-for-one basis.
(10)
The Series F Preferred Stock is immediately convertible into Class B common stock on a one-for-one basis.

EX-99.2 3 i24572259b.htm JOINT FILERS' SIGNATURES
JOINT FILERS’ SIGNATURES
INSIGHT HOLDINGS GROUP, LLC
 
 
Date: April 26, 2018
 
By:
Name:
Title:
 
/s/ Blair Flicker                              
Blair Flicker
Attorney-in-Fact
INSIGHT VENTURE PARTNERS VII, L.P.
 
Date: April 26, 2018
 
By:
By:
 
Insight Venture Associates VII, L.P., its general partner
Insight Venture Associates VII, Ltd., its general partner
By:
Name:
Title:
/s/ Blair Flicker                               
Blair Flicker
Vice President
 
INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
 
Date: April 26, 2018
 
By:
By:
Insight Venture Associates VII, L.P., its general partner
Insight Venture Associates VII, Ltd., its general partner
 
By:
Name:
Title:
/s/ Blair Flicker                               
Blair Flicker
Vice President
 
INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.
 
Date: April 26, 2018
 
By:
By:
Insight Venture Associates VII, L.P., its general partner
Insight Venture Associates VII, Ltd., its general partner
 
By:
Name:
Title:
/s/ Blair Flicker                               
Blair Flicker
Vice President
 
INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.
 
Date: April 26, 2018
 
By:
By:
 
Insight Venture Associates VII, L.P., its general partner
Insight Venture Associates VII, Ltd., its general partner
By:
Name:
Title:
/s/ Blair Flicker                               
Blair Flicker
Vice President
 

INSIGHT VENTURE ASSOCIATES VII, L.P.
 
Date: April 26, 2018
 
By:
 
Insight Venture Associates VII, Ltd., its general partner
 
By:
Name:
Title:
 
/s/ Blair Flicker                               
Blair Flicker
Vice President
INSIGHT VENTURE ASSOCIATES VII, LTD.
 
 
Date: April 26, 2018
 
By:
Name:
Title:
 
/s/ Blair Flicker                             
Blair Flicker
Vice President
INSIGHT VENTURE PARTNERS COINVESTMENT FUND II, L.P.
 
Date: April 26, 2018
 
By:
Insight Venture Associates Coinvestment II, L.P.,  its general partner
 
By:
Name:
Title:
/s/ Blair Flicker                                
Blair Flicker
Vice President
INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P.
 
 
Date: April 26, 2018
 
By:
Name:
Title:
 
/s/ Blair Flicker                                
Blair Flicker
Authorized Officer


EX-99.3 4 i24572259c.htm JOINT FILER INFORMATION

JOINT FILER INFORMATION
5,212,395 shares of Series D Preferred Stock, 948,628 shares of Series E Preferred Stock and 1,748,797 shares of Series F Preferred Stock are held of record by Insight Venture Partners VII, L.P. (“IVP VII”), 2,294,610 shares of Series D Preferred Stock, 417,606 shares of Series E Preferred Stock and 769,857 shares of Series F Preferred Stock are held of record by Insight Venture Partners (Cayman) VII, L.P. (“IVP Cayman VII”), 329,700 shares of Series D Preferred Stock, 60,003 shares of Series E Preferred Stock and 110,616 shares of Series F Preferred Stock are held of record by Insight Venture Partners (Delaware) VII, L.P. (“IVP Delaware VII”), and 120,645 shares of Series D Preferred Stock, 21,957 shares of Series E Preferred Stock and 40,477 shares of Series F Preferred Stock are held of record by Insight Venture Partners VII (Co-Investors), L.P. (“IVP Co-Investors VII” and, together with IVP VII, IVP Cayman VII and IVP Delaware VII, the “IVP VII Funds”). 2,811,230 shares of Series D Preferred Stock, 511,628 shares of Series E Preferred Stock and 943,187 shares of Series F Preferred Stock are held of record by Insight Venture Partners Coinvestment Fund II, L.P. (“IVP Coinvestment II” and, together with the IVP VII Funds, the “IVP Funds”).

The amount listed as owned by each IVP VII Fund may be deemed to be attributable to each of the other IVP VII Funds, Insight Venture Associates VII, L.P. (“IVA VII”), Insight Venture Associates VII, Ltd. (“IVA VII Ltd”) and Insight Holdings Group, LLC (“Holdings”) because Holdings is the sole shareholder of IVA VII Ltd, which in turn is the general partner of IVA VII, which in turn is the general partner of each of the IVP VII Funds.  The amount listed as owned by IVP Coinvestment II may be deemed attributable to Holdings because Holdings is the sole shareholder of Insight Venture Associates Coinvestment II, L.P. (“IVA Coinvestment II”), which is the general partner of IVP Coinvestment II.

Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held of record by the IVP Funds. The foregoing is not an admission by IVA VII, IVA VII Ltd, IVA Coinvestment II or Holdings that it is the beneficial owner of the shares held of record by the IVP Funds. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP Funds, except to the extent of his pecuniary interest therein.

The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.