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