0001628280-18-005160.txt : 20180426 0001628280-18-005160.hdr.sgml : 20180426 20180426174821 ACCESSION NUMBER: 0001628280-18-005160 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180426 FILED AS OF DATE: 20180426 DATE AS OF CHANGE: 20180426 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ceran Jennifer CENTRAL INDEX KEY: 0001652155 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18779997 MAIL ADDRESS: STREET 1: C/O QUOTIENT TECHNOLOGY INC. STREET 2: 400 LOGUE AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 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_152477928627938.xml FORM 3 X0206 3 2018-04-26 0 0001366561 SMARTSHEET INC SMAR 0001652155 Ceran Jennifer C/O SMARTSHEET, INC. 10500 NE 8TH ST., SUITE 1300 BELLEVUE WA 98004 0 1 0 0 CFO and Treasurer Class B Common Stock Class A Common Stock 55514.0 D Series F Preferred Stock Class B Common Stock 120431.0 D Stock Option (right to buy Class B Common Stock) 2.72 2026-10-27 Class B Common Stock 844486.0 D Stock Option (right to buy Class B Common Stock) 9.53 2028-03-05 Class B Common Stock 50000.0 D 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 initial public offering ("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. 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. The option vested as to 25% of the total shares on September 12, 2017 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on September 12, 2020, subject to the reporting person's provision of service to the issuer on each vesting date. The option vests as 25% of the total shares on February 1, 2019 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on February 1, 2022, subject to the reporting person's provision of service to the issuer on each vesting date. Exhibit List - Exhibit 24 - Power of Attorney /s/ Paul Porrini as attorney-in-fact for Jennifer Ceran 2018-04-26 EX-24 2 section16-poaceran.htm CERAN POA Section16-POA Ceran
Exhibit 24.1

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents,that the undersigned hereby constitutes and appoints each of Paul Porrini, Jolene Marshall, and Jonathan Vaught, or either of them acting singly and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

1.    execute for and on behalf of the undersigned, in the undersigned's capacity as an officer or director or both of Smartsheet Inc. (the "Company"), Forms 3, 4, and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder;

2.    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, or 5; complete and execute any amendments thereto; and timely file such forms with the U.S. Securities and Exchange Commission (the "SEC") and any securities exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4, and 5 electronically with the SEC;

3.    seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including attorneys, brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned's attorneys-in-fact appointed by this Limited Power of Attorney and approves and ratifies any such release of information; and

4.    take any other action in connection with the foregoing which, in the opinion of such attorney-in- fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.




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IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of date indicated below.



Signed and acknowledged:
/s/ Jenny Ceran
Signature
Jenny Ceran
Name
4/17/2018
Date

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