CORRESP 1 filename1.htm Smartsheet Company Acceleration Request


Smartsheet Inc.
10500 NE 8th Street, Suite 1300
Bellevue, WA 98004
April 23, 2018
VIA EDGAR
United States Securities and Exchange Commission Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention:
Jeff Kauten, Attorney-Advisor
Jan Woo, Legal Branch Chief
Stephen Krikorian, Accounting Branch Chief
Laura Veator, Staff Accountant
 
 
Re:
Smartsheet Inc. Registration Statement on Form S-1 (File No. 333-223914) originally filed March 26, 2018, as amended, and corresponding Registration Statement on Form 8-A (File No. 001-38464) filed April 23, 2018.

Requested Date: April 26, 2018
Requested Time: 4:00 PM Eastern Time
Ladies and Gentlemen:
Smartsheet Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statements on Form S-1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
The Registrant hereby authorizes James D. Evans or Katherine Duncan, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.
The Registrant hereby acknowledges that:
should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the Registrant may not assert the Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Evans at (206) 389-4559 or, in his absence, Ms. Duncan at (206) 389-4537.




Sincerely,
 
 
Smartsheet Inc.
 
 
By:
/s/ Paul T. Porrini
 
Paul Porrini
 
General Counsel and Secretary
cc:
Jennifer Ceran, Chief Financial Officer
 
Smartsheet Inc.
 
 
 
James D. Evans
 
Alan C. Smith
 
Katherine K. Duncan
 
Fenwick & West LLP

[Signature Page to Company Acceleration Request Letter]