0001140361-18-031269.txt : 20180703 0001140361-18-031269.hdr.sgml : 20180703 20180703161336 ACCESSION NUMBER: 0001140361-18-031269 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20180426 FILED AS OF DATE: 20180703 DATE AS OF CHANGE: 20180703 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18937262 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, L.P. CENTRAL INDEX KEY: 0001508854 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18937263 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18937264 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 (Delaware) VII, L.P. CENTRAL INDEX KEY: 0001545170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18937265 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 VII (Co-Investors), L.P. CENTRAL INDEX KEY: 0001519801 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18937266 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 VII, L.P. CENTRAL INDEX KEY: 0001545168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18937267 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18937268 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 Partners Coinvestment Fund II, L.P. CENTRAL INDEX KEY: 0001499578 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18937269 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 Associates Coinvestment II, L.P. CENTRAL INDEX KEY: 0001545166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18937270 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 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/A 1 doc1.xml FORM 3/A X0206 3/A 2018-04-26 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 Class B Common Stock Class A Common Stock 3729803 I See Footnote Class B Common Stock Class A Common Stock 1641936 I See Footnote Class B Common Stock Class A Common Stock 2011711 I See Footnote Class B Common Stock Class A Common Stock 86329 I See Footnote Class B Common Stock Class A Common Stock 235923 I See Footnote Series A Preferred Stock Class B Common Stock 13536 I See Footnote Series A Preferred Stock Class B Common Stock 5959 I See Footnote Series A Preferred Stock Class B Common Stock 7300 I See Footnote Series A Preferred Stock Class B Common Stock 313 I See Footnote Series A Preferred Stock Class B Common Stock 856 I See Footnote Series A-1 Preferred Stock Class B Common Stock 100997 I See Footnote Series A-1 Preferred Stock Class B Common Stock 44461 I See Footnote Series A-1 Preferred Stock Class B Common Stock 54471 I See Footnote Series A-1 Preferred Stock Class B Common Stock 2338 I See Footnote Series A-1 Preferred Stock Class B Common Stock 6388 I See Footnote Series A-2 Preferred Stock Class B Common Stock 797068 I See Footnote Series A-2 Preferred Stock Class B Common Stock 350883 I See Footnote Series A-2 Preferred Stock Class B Common Stock 429885 I See Footnote Series A-2 Preferred Stock Class B Common Stock 18446 I See Footnote Series A-2 Preferred Stock Class B Common Stock 50415 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. 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 2018-07-03 EX-99.1 2 i24970695a.htm EXPLANATION OF RESPONSES
EXPLANATION OF RESPONSES
(1) 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 or (b) automatically upon (i) any transfer which occurs after the closing of the issuer's IPO, 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 IPO 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.
(2) On March 26, 2018, the Reporting Persons filed a Form 3 that incorrectly reported its shares of Class B Common Stock as shares of Class A Common Stock on Table I.
(3) Held directly by Insight Venture Partners VII, L.P.
(4) Held directly by Insight Venture Partners (Cayman) VII, L.P.
(5) Held directly by Insight Venture Partners Coinvestment Fund II, L.P.
(6) Held directly by Insight Venture Partners VII (Co-Investors), L.P.
(7) Held directly by Insight Venture Partners (Delaware) VII, L.P.
(8) The Series A Preferred Stock is immediately convertible into Class B common stock on a one-for-one basis.
(9) Each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series A-2 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 $3.00 per share (as adjusted for stock splits, stock dividends, reclassifications and the like), and 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.
(10) The Series A-1 Preferred Stock is immediately convertible into Class B common stock on a one-for-one  basis.
(11) The Series A-2 Preferred Stock is immediately convertible into Class B common stock on a one-for-1.02336 basis.

 EX-99.2 3 i24970695b.htm JOINT FILERS' SIGNATURES
 

JOINT FILERS’ SIGNATURES

 
 
 
INSIGHT HOLDINGS GROUP, LLC
 
      
 
      
By:
/s/ Blair Flicker
Date: 
 07/03/2018
Name:
Blair Flicker
 
 
Title:
Attorney-in-Fact
 
 
 
 
 
 
INSIGHT VENTURE PARTNERS VII, L.P.
By:
Insight Venture Associates VII, L.P., its general partner
By:
Insight Venture Associates VII, Ltd., its general partner
 
 
    
 
 
    
By:
/s/ Blair Flicker 
Date: 
 07/03/2018
Name:
Blair Flicker
 
 
Title:
Vice President
 
 
 
 
 
 
INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
By:
Insight Venture Associates VII, L.P., its general partner
By:
Insight Venture Associates VII, Ltd., its general partner
 
 
    
 
 
    
By:
/s/ Blair Flicker 
Date: 
 07/03/2018
Name:
Blair Flicker
 
 
Title:
Vice President
 
 
 
 
 
 
INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.
By:
Insight Venture Associates VII, L.P., its general partner
By:
Insight Venture Associates VII, Ltd., its general partner
 
 
    
 
 
    
By:
/s/ Blair Flicker 
Date: 
 07/03/2018 
Name:
Blair Flicker
 
 
Title:
Vice President
 
 
 
 
 
 
INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.
By:
Insight Venture Associates VII, L.P., its general partner
By:
Insight Venture Associates VII, Ltd., its general partner
 
 
    
 
 
    
By:
/s/ Blair Flicker 
Date: 
 07/03/2018 
Name:
Blair Flicker
 
 
Title:
Vice President
 
 
 
 

 
INSIGHT VENTURE ASSOCIATES VII, L.P.
By:
Insight Venture Associates VII, Ltd., its general partner
 
 
    
 
 
    
By:
/s/ Blair Flicker 
Date: 
 07/03/2018 
Name:
Blair Flicker
 
 
Title:
Vice President
 
 
 
 
 
 
INSIGHT VENTURE ASSOCIATES VII, LTD.
 
      
 
      
By:
/s/ Blair Flicker 
Date: 
 07/03/2018 
Name:
Blair Flicker
 
 
Title:
Vice President
 
 
 
 
 
 
INSIGHT VENTURE PARTNERS COINVESTMENT FUND II, L.P.
By:
Insight Venture Associates Coinvestment II, L.P., its general partner
 
 
    
 
 
    
By:
/s/ Blair Flicker 
Date: 
 07/03/2018 
Name:
Blair Flicker
 
 
Title:
Vice President
 
 
 
 
 
 
INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P.
 
      
 
      
By:
/s/ Blair Flicker 
Date: 
 07/03/2018 
Name:
Blair Flicker
 
 
Title:
Authorized Officer
 
 


EX-99.3 4 i24970695c.htm JOINT FILER INFORMATION

JOINT FILER INFORMATION
3,729,803 shares of Class B Common Stock, 13,536 shares of Series A Preferred Stock, 100,997 shares of Series A-1 Preferred Stock and 797,068 shares of Series A-2 Preferred Stock are held of record by Insight Venture Partners VII, L.P. (“IVP VII”), 1,641,936 shares of Class B Common Stock, 5,959 shares of Series A Preferred Stock, 44,461 shares of Series A-1 Preferred Stock and 350,883 shares of Series A-2 Preferred Stock are held of record by Insight Venture Partners (Cayman) VII, L.P. (“IVP Cayman VII”), 235,923 shares of Class B Common Stock, 856 shares of Series A Preferred Stock, 6,388 shares of Series A-1 Preferred Stock and 50,415 shares of Series A-2 Preferred Stock are held of record by Insight Venture Partners (Delaware) VII, L.P. (“IVP Delaware VII”), and 86,329 shares of Class B Common Stock, 313 shares of Series A Preferred Stock, 2,338 shares of Series A-1 Preferred Stock and 18,446 shares of Series A-2 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”). 2,011,711 shares of Class B Common Stock, 7,300 shares of Series A Preferred Stock, 54,471 shares of Series A-1 Preferred Stock and 429,885 shares of Series A-2 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.