SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* McIlwain Matthew S (Last) (First) (Middle) C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR (Street) SEATTLE WA 98104 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SMARTSHEET INC [ SMAR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/21/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/21/2019		C		5,978,560(1)	A	$0	5,978,560	I	By Madrona Venture Fund III, L.P.(2)
Class A Common Stock	03/21/2019		J(3)		5,978,560	D	$0	0	I	By Madrona Venture Fund III, L.P.(2)
Class A Common Stock	03/21/2019		C		238,836(1)	A	$0	238,836	I	By Madrona Venture Fund III-A, L.P.(2)
Class A Common Stock	03/21/2019		J(3)		238,836	D	$0	0	I	By Madrona Venture Fund III-A, L.P.(2)
Class A Common Stock	03/21/2019		C		1,250,728(1)	A	$0	1,250,728	I	By Madrona Venture Fund IV, L.P.(4)
Class A Common Stock	03/21/2019		J(3)		1,250,728	D	$0	0	I	By Madrona Venture Fund IV, L.P.(4)
Class A Common Stock	03/21/2019		C		31,876(1)	A	$0	31,876	I	By Madrona Venture Fund IV-A, L.P.(4)
Class A Common Stock	03/21/2019		J(3)		31,876	D	$0	0	I	By Madrona Venture Fund IV-A, L.P.(4)
Class A Common Stock	03/21/2019		J(3)		285,572	A	$0	406,818	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(5)	(5)	03/21/2019		C			5,978,560	(5)	(5)	Class A Common Stock	5,978,560	$0	10,257,237	I	By Madrona Venture Fund III, L.P.(2)
Class B Common Stock(5)	(5)	03/21/2019		C			238,836	(5)	(5)	Class A Common Stock	238,836	$0	409,756	I	By Madrona Venture Fund III-A, L.P.(2)
Class B Common Stock(5)	(5)	03/21/2019		C			1,250,728	(5)	(5)	Class A Common Stock	1,250,728	$0	2,145,836	I	By Madrona Venture Fund IV, L.P.(4)
Class B Common Stock(5)	(5)	03/21/2019		C			31,876	(5)	(5)	Class A Common Stock	31,876	$0	54,687	I	By Madrona Venture Fund IV-A, L.P.(4)

Explanation of Responses:

1. Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.

2. These securities are held of record by Madrona Venture Fund III, L.P ("Madrona III") and Madrona Venture Fund III-A, L.P. ("Madrona III-A"), as applicable. Madrona Investment Partners III, L.P. ("Madrona Partners III") is the general partner of Madrona III and Madrona III-A, and Madrona III General Partner, LLC ("Madrona III LLC") is the general partner of Madrona Partners III. 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 III and Madrona III-A. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and such securities' inclusion herein shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purposes.

3. The shares reported on this form represent pro rata distributions, and not sales or purchases, of securities by the reporting entity to its partners or members or the funds for which it acts as nominee without consideration.

4. These securities are held of record by Madrona Venture Fund IV, L.P. ("Madrona IV") and Madrona Venture Fund IV-A, L.P. ("Madrona IV-A"), as applicable. Madrona Investment Partners IV, L.P. ("Madrona Partners IV") is the general partner of Madrona IV and Madrona IV-A, and Madrona IV General Partner, LLC ("Madrona IV LLC") is the general partner of Madrona Partners IV. 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 IV and Madrona IV-A. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and such securities' inclusion herein shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purposes.

5. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the option of the holder or (b) automatically upon (i) any transfer, 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) April 26, 2025 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.

Remarks:

	/s/ Paul Porrini as attorney-in-fact for Matthew McIlwain	03/25/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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