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* Farrell Eugene (Last) (First) (Middle) C/O SMARTSHEET INC. 10500 NE 8TH ST., SUITE 1300 (Street) BELLEVUE WA 98004 (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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Product Officer
	3. Date of Earliest Transaction (Month/Day/Year) 07/11/2019
	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	07/11/2019		C		4,056(1)	A	$0	28,375	D
Class A Common Stock	07/11/2019		S(2)		4,056	D	$53.3022(3)	24,319	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
Stock Option (right to buy Class B Common Stock)	$5.28	07/11/2019		M			4,056	(4)	08/08/2027	Class B Common Stock(5)	4,056	$0	852,600	D
Class B Common Stock(5)	(5)	07/11/2019		M		4,056		(5)	(5)	Class A Common Stock	4,056	$0	4,056	D
Class B Common Stock(5)	(5)	07/11/2019		C			4,056(6)	(5)	(5)	Class A Common Stock	4,056	$0	0	D

Explanation of Responses:

1. Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock in connection with the exercise of the options listed in Table II.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.95 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The option vests as to 20% of the total shares on June 1, 2018, then 2.0833% of the total shares vest monthly during the second and fourth year of vesting, and 2.5% of the total shares vest monthly during the third year of vesting, with 100% of the total shares vested and exercisable on June 1, 2021, subject to the reporting person's provision of service to the issuer on each vesting date.

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.

6. The holder elected to convert the Class B common stock to Class A common stock on a 1-for-1 basis.

Remarks:

	/s/ Paul Porrini as attorney-in-fact for Gene Farrell	07/12/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.