0001567619-19-000745.txt : 20190107 0001567619-19-000745.hdr.sgml : 20190107 20190107201813 ACCESSION NUMBER: 0001567619-19-000745 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20181206 FILED AS OF DATE: 20190107 DATE AS OF CHANGE: 20190107 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: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 19514492 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 Associates VII, L.P. CENTRAL INDEX KEY: 0001545168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 19514493 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 (Cayman) VII, L.P. CENTRAL INDEX KEY: 0001508855 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 19514494 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: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 19514495 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: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 19514496 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, Ltd. CENTRAL INDEX KEY: 0001545169 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 19514497 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: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 19514498 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: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 19514499 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, L.P. CENTRAL INDEX KEY: 0001508854 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 19514500 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-PREPACKAGED SOFTWARE [7372] 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 4/A 1 doc1.xml FORM 4/A X0306 4/A 2018-12-06 2018-12-10 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 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 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 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 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 Class A Common Stock 2018-12-06 4 C 0 42863 0 A 42863 I See footnote Class A Common Stock 2018-12-06 4 C 0 15684 0 A 15684 I See footnote Class A Common Stock 2018-12-06 4 J 0 42863 0 D 0 I See footnote Class A Common Stock 2018-12-06 4 J 0 15684 0 D 0 I See footnote Class B Common Stock 2018-12-06 4 C 0 42863 0 D Class A common stock 42863 836786 I See footnote Class B Common Stock 2018-12-06 4 C 0 15684 0 D Class A common stock 15684 306191 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. Exhibit List Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information /s/ Insight Holdings Group, LLC, by Blair Flicker, its Authorized Signatory 2019-01-07 EX-99.1 2 i27375700a.htm EXPLANATION OF RESPONSES


EXPLANATION OF RESPONSES
(1)
On December 10, 2018, the Reporting Persons filed a Form 4 that incorrectly stated the number of shares in Columns 4 and 5 of Table I and Columns 5, 7 and 9 of Table II with respect to Insight Venture Partners VII (Co-Investors), L.P. (“IVP Co-Investors VII”) and Insight Venture Partners (Delaware) VII, L.P. (“IVP Delaware VII”).   This amended report is being filed for the further purpose of filing a corrected Exhibit 99.3.
(2)
The Class B common stock automatically converted into Class A common stock of the issuer on a one-for-one basis upon the occurrence of the Initial Distribution (as defined below ).
(3)
Held directly by IVP Delaware VII.
(4)
Held directly by IVP Co-Investors VII.
(5)
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 IPO, except for certain permitted transfers, or (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.
(6)
On December 6, 2018, the Insight Funds distributed an aggregate of 1,400,000 shares of Class A common stock of the Issuer pro rata to their partners in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreement of such entities (the “Initial Distribution”).  In connection with the Initial Distribution, Insight Venture Associates VII, L.P. (“IVA VII”), the general partner of each of the IVP VII Funds, acquired direct ownership of 855,202 shares of Class A common stock (the “IVP VII Funds Distribution”) and Insight Venture Associates Coinvestment II, L.P. (“IVA Coinvestment II”), the general partner of IVP Coinvestment II acquired direct ownership 3,651 shares of Class A common stock (the “IVP Coinvestment II Distribution”).  On December 6, 2018, IVA VII distributed 855,202 shares of Class A common stock acquired by it pursuant to the IVP VII Funds Distribution pro rata to its partners in accordance with their respective ownership interests as determined in accordance with the limited partnership agreement of IVA VII (the “IVA VII Distribution” and, together with the Initial Distribution, the IVP VII Funds Distribution and the IVP Coinvestment II Distribution, the “Distribution”).  The respective partners of the Insight Funds and IVA VII did not furnish any consideration in exchange for shares received in connection with the Distribution.

EX-99.2 3 i27375700b.htm JOINT FILERS' SIGNATURE
JOINT FILERS’ SIGNATURES
INSIGHT HOLDINGS GROUP, LLC
 
 
 
By:
/s/ Blair Flicker
Date:
1/07/19
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:
1/07/19
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:
1/07/19
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:
1/07/19
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:
1/07/19
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:
1/07/19
Name:
Blair Flicker
    
Title:
Vice President
    
       
INSIGHT VENTURE ASSOCIATES VII, LTD.
 
 
 
By:
/s/ Blair Flicker
Date:
1/07/19
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:
1/07/19
Name:
Blair Flicker
    
Title:
Vice President
    
       
INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P.
 
 
 
By:
/s/ Blair Flicker
Date:
1/07/19
Name:
Blair Flicker
    
Title:
Authorized Officer
    
EX-99.3 4 i27375700c.htm JOINT FILER INFORMATION
JOINT FILER INFORMATION

13,229,248 shares of Class B common stock and 0 shares of Class A common stock are held of record by Insight Venture Partners VII, L.P. (“IVP VII”), 5,823,785 shares of Class B common stock and 0 shares of Class A common stock are held of record by Insight Venture Partners (Cayman) VII, L.P. (“IVP Cayman VII”), 836,786 shares of Class B common stock and 0 shares of Class A common stock are held of record by Insight Venture Partners (Delaware) VII, L.P. (“IVP Delaware VII”), and 306,191 shares of Class B common stock and 0 shares of Class A common 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”). 7,134,997 shares of Class B Common stock and 0 shares of Class A common 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”).  0 shares of Class B common stock and 0 shares of Class A common stock are held of record by Insight Venture Associates VII, L.P. (“IVA VII”), 0 shares of Class B common stock and 3,651 shares of Class A common stock are held of record by Insight Venture Associates Coinvestment II, L.P. (“IVA Coinvestment II”).

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 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.