0001628280-18-005163.txt : 20180426
0001628280-18-005163.hdr.sgml : 20180426
20180426174954
ACCESSION NUMBER: 0001628280-18-005163
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180426
FILED AS OF DATE: 20180426
DATE AS OF CHANGE: 20180426
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Madrona Venture Fund III L P
CENTRAL INDEX KEY: 0001333247
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38464
FILM NUMBER: 18780008
BUSINESS ADDRESS:
STREET 1: 1000 SECOND AVE
STREET 2: SUITE 3700
CITY: SEATTLE
STATE: WA
ZIP: 98104
BUSINESS PHONE: 2066743000
MAIL ADDRESS:
STREET 1: 1000 SECOND AVE
STREET 2: SUITE 3700
CITY: SEATTLE
STATE: WA
ZIP: 98104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Madrona Venture Fund III-A LP
CENTRAL INDEX KEY: 0001333235
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38464
FILM NUMBER: 18780007
BUSINESS ADDRESS:
STREET 1: 1000 SECOND AVE
STREET 2: SUITE 3700
CITY: SEATTLE
STATE: WA
ZIP: 98104
BUSINESS PHONE: 2066743000
MAIL ADDRESS:
STREET 1: 1000 SECOND AVE
STREET 2: SUITE 3700
CITY: SEATTLE
STATE: WA
ZIP: 98104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Madrona Investment Partners III
CENTRAL INDEX KEY: 0001685189
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38464
FILM NUMBER: 18780009
BUSINESS ADDRESS:
STREET 1: 999 THIRD AVE
STREET 2: 34TH FLOOR
CITY: SEATTLE
STATE: WA
ZIP: 98104
BUSINESS PHONE: 206-674-6329
MAIL ADDRESS:
STREET 1: 999 THIRD AVE
STREET 2: 34TH FLOOR
CITY: SEATTLE
STATE: WA
ZIP: 98104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Madrona Venture Fund IV, LP
CENTRAL INDEX KEY: 0001635209
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38464
FILM NUMBER: 18780006
BUSINESS ADDRESS:
STREET 1: 999 THIRD AVE
STREET 2: SUITE 3400
CITY: SEATTLE
STATE: WA
ZIP: 98104
BUSINESS PHONE: 2066743000
MAIL ADDRESS:
STREET 1: 999 THIRD AVE
STREET 2: SUITE 3400
CITY: SEATTLE
STATE: WA
ZIP: 98104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Madrona Venture Fund IV-A, LP
CENTRAL INDEX KEY: 0001635160
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38464
FILM NUMBER: 18780005
BUSINESS ADDRESS:
STREET 1: 999 THIRD AVE
STREET 2: SUITE 3400
CITY: SEATTLE
STATE: WA
ZIP: 98104
BUSINESS PHONE: 2066743000
MAIL ADDRESS:
STREET 1: 999 THIRD AVE
STREET 2: SUITE 3400
CITY: SEATTLE
STATE: WA
ZIP: 98104
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
wf-form3_152477937973174.xml
FORM 3
X0206
3
2018-04-26
0
0001366561
SMARTSHEET INC
SMAR
0001685189
Madrona Investment Partners III
C/O MADRONA VENTURE GROUP
999 THIRD AVE., 34TH FLOOR
SEATTLE
WA
98104
0
0
1
0
0001333247
Madrona Venture Fund III L P
C/O MADRONA VENTURE GROUP
999 THIRD AVE., 34TH FLOOR
SEATTLE
WA
98104
0
0
1
0
0001333235
Madrona Venture Fund III-A LP
C/O MADRONA VENTURE GROUP
999 THIRD AVE., 34TH FLOOR
SEATTLE
WA
98104
0
0
1
0
0001635209
Madrona Venture Fund IV, LP
C/O MADRONA VENTURE GROUP
999 THIRD AVE., 34TH FLOOR
SEATTLE
WA
98104
0
0
1
0
0001635160
Madrona Venture Fund IV-A, LP
C/O MADRONA VENTURE GROUP
999 THIRD AVE., 34TH FLOOR
SEATTLE
WA
98104
0
0
1
0
Series A-4 Preferred Stock
Class B Common Stock
8099380.0
I
By Madrona Venture Fund III, L.P.
Series B Preferred Stock
Class B Common Stock
5545225.0
I
By Madrona Venture Fund III, L.P.
Series C Preferred Stock
Class B Common Stock
3299995.0
I
By Madrona Venture Fund III, L.P.
Series D Preferred Stock
Class B Common Stock
1928855.0
I
By Madrona Venture Fund III, L.P.
Series E Preferred Stock
Class B Common Stock
785225.0
I
By Madrona Venture Fund III, L.P.
Series A-4 Preferred Stock
Class B Common Stock
323560.0
I
By Madrona Venture Fund III-A, L.P.
Series B Preferred Stock
Class B Common Stock
221520.0
I
By Madrona Venture Fund III-A, L.P.
Series C Preferred Stock
Class B Common Stock
131830.0
I
By Madrona Venture Fund III-A, L.P.
Series D Preferred Stock
Class B Common Stock
77055.0
I
By Madrona Venture Fund III-A, L.P.
Series E Preferred Stock
Class B Common Stock
31368.0
I
By Madrona Venture Fund III-A, L.P.
Class B Common Stock
Class A Common Stock
77637.0
I
By Madrona Venture Fund IV, L.P.
Series D Preferred Stock
Class B Common Stock
1956060.0
I
By Madrona Venture Fund IV, L.P.
Series E Preferred Stock
Class B Common Stock
1433338.0
I
By Madrona Venture Fund IV, L.P.
Series F Preferred Stock
Class B Common Stock
763347.0
I
By Madrona Venture Fund IV, L.P.
Class B Common Stock
Class A Common Stock
1979.0
I
By Madrona Venture Fund IV-A, L.P.
Series D Preferred Stock
Class B Common Stock
49850.0
I
By Madrona Venture Fund IV-A, L.P.
Series E Preferred Stock
Class B Common Stock
36530.0
I
By Madrona Venture Fund IV-A, L.P.
Series F Preferred Stock
Class B Common Stock
19455.0
I
By Madrona Venture Fund IV-A, L.P.
Each share of the issuer's Series A-4 Preferred Stock will automatically convert into 1.06949 shares of the issuer's Class B Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.
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.
These securities are held of record by Madrona Venture Fund III, L.P. ("Madrona Fund III") and Madrona Venture Fund III-A, L.P. ("Madrona Fund III-A"), as applicable. Madrona Investment Partners III, L.P. ("Madrona Partners III") is the general partner of each of Madrona Fund III and Madrona Fund III-A, and Madrona III General Partner, LLC ("Madrona III LLC") is the general partner of Madrona Partners III. (continued on footnote 4)
(Continued from footnote 3): Matthew McIlwain, a member of the issuer's board of directors, together with Tom Alberg, Paul Goodrich, Scott Jacobson, Len Jordon, and Tim Porter, are the managing members of Madrona III LLC, and each may be deemed to share voting and investment power over the securities held by Madrona Fund III and Madrona III-A. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, 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.
Each share of the issuer's Series B Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
Each share of the issuer's Series C Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
Each share of the issuer's Series D Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
Each share of the issuer's Series E Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
These securities are held of record by Madrona Venture Fund IV, L.P. ("Madrona Fund IV") and Madrona Venture Fund IV-A, L.P. ("Madrona Fund IV-A"), as applicable. Madrona Investment Partners IV, L.P. ("Madrona Partners IV") is the general partner of each of Madrona Fund IV and Madrona Fund IV-A, and Madrona IV General Partner, LLC ("Madrona IV LLC") is the general partner of Madrona Partners IV. (continued on footnote 10)
(Continued from footnote 9): Matthew McIlwain, a member of the issuer's board of directors, together with Tom Alberg, Paul Goodrich, Scott Jacobson, Len Jordon, and Tim Porter, are the managing members of Madrona IV LLC, and each may be deemed to share voting and investment power over the securities held by Madrona Fund IV and Madrona IV-A. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, 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.
Each share of the issuer's Series F Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
/s/ Troy Cichos
Authorized Signatory on behalf of the
Reporting Persons
2018-04-26