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 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/05/2020
	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	06/05/2020		J(1)		1,149,892	D	$0	0	I	By Madrona Venture Fund III, L.P.(2)
Class A Common Stock	06/05/2020		J(1)		45,934	D	$0	0	I	By Madrona Venture Fund III-A, L.P.(2)
Class A Common Stock	06/05/2020		J(1)		240,560	D	$0	0	I	By Madrona Venture Fund IV, L.P.(3)
Class A Common Stock	06/05/2020		J(1)		6,130	D	$0	0	I	By Madrona Venture Fund IV-A, L.P.(3)
Class A Common Stock	06/05/2020		J(1)		44,688	A	$0	169,556	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

Explanation of Responses:

1. 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.

2. 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 Madrona Fund III and Madrona Fund III-A. 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 may be deemed to share voting and investment power over securities held by Madrona Fund III and Madrona Fund III-A. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and such securities' inclusion shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or other purposes.

3. 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-A") is the general partner of Madrona Fund IV and Madrona Fund IV-A. 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 may be deemed to share voting and investment power over securities held by Madrona Fund IV and Madrona Fund IV-A. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and such securities' inclusion shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or other purposes.

Remarks:

	/s/ Paul Porrini as attorney-in-fact for Matthew McIlwain	06/09/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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