0001628280-18-005588.txt : 20180501 0001628280-18-005588.hdr.sgml : 20180501 20180501190853 ACCESSION NUMBER: 0001628280-18-005588 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180501 FILED AS OF DATE: 20180501 DATE AS OF CHANGE: 20180501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madrona Venture Fund III L P CENTRAL INDEX KEY: 0001333247 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18797109 BUSINESS ADDRESS: STREET 1: 1000 SECOND AVE STREET 2: SUITE 3700 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066743000 MAIL ADDRESS: STREET 1: 1000 SECOND AVE STREET 2: SUITE 3700 CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madrona Venture Fund III-A LP CENTRAL INDEX KEY: 0001333235 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18797108 BUSINESS ADDRESS: STREET 1: 1000 SECOND AVE STREET 2: SUITE 3700 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066743000 MAIL ADDRESS: STREET 1: 1000 SECOND AVE STREET 2: SUITE 3700 CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madrona Investment Partners III CENTRAL INDEX KEY: 0001685189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18797110 BUSINESS ADDRESS: STREET 1: 999 THIRD AVE STREET 2: 34TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 206-674-6329 MAIL ADDRESS: STREET 1: 999 THIRD AVE STREET 2: 34TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madrona Venture Fund IV, LP CENTRAL INDEX KEY: 0001635209 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18797107 BUSINESS ADDRESS: STREET 1: 999 THIRD AVE STREET 2: SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066743000 MAIL ADDRESS: STREET 1: 999 THIRD AVE STREET 2: SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madrona Venture Fund IV-A, LP CENTRAL INDEX KEY: 0001635160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38464 FILM NUMBER: 18797106 BUSINESS ADDRESS: STREET 1: 999 THIRD AVE STREET 2: SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066743000 MAIL ADDRESS: STREET 1: 999 THIRD AVE STREET 2: SUITE 3400 CITY: SEATTLE STATE: WA ZIP: 98104 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 4 1 wf-form4_152521611826129.xml FORM 4 X0306 4 2018-05-01 0 0001366561 SMARTSHEET INC SMAR 0001685189 Madrona Investment Partners III C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0001333247 Madrona Venture Fund III L P C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0001333235 Madrona Venture Fund III-A LP C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0001635209 Madrona Venture Fund IV, LP C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0001635160 Madrona Venture Fund IV-A, LP C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE WA 98104 0 0 1 0 Series A-4 Preferred Stock 2018-05-01 4 C 0 8099380 0 D Class B Common Stock 8662205.0 0 I By Madrona Venture Fund III, L.P. Class B Common Stock 2018-05-01 4 C 0 8662205 0 A Class A Common Stock 8662205.0 8662205 I By Madrona Venture Fund III, L.P. Series B Preferred Stock 2018-05-01 4 C 0 5545225 0 D Class B Common Stock 5545225.0 0 I By Madrona Venture Fund III, L.P. Class B Common Stock 2018-05-01 4 C 0 5545225 0 A Class A Common Stock 5545225.0 14207430 I By Madrona Venture Fund III, L.P. Series C Preferred Stock 2018-05-01 4 C 0 3299995 0 D Class B Common Stock 3299995.0 0 I By Madrona Venture Fund III, L.P. Class B Common Stock 2018-05-01 4 C 0 3299995 0 A Class A Common Stock 3299995.0 17507425 I By Madrona Venture Fund III, L.P. Series D Preferred Stock 2018-05-01 4 C 0 1928855 0 D Class B Common Stock 1928855.0 0 I By Madrona Venture Fund III, L.P. Class B Common Stock 2018-05-01 4 C 0 1928855 0 A Class A Common Stock 1928855.0 19436280 I By Madrona Venture Fund III, L.P. Series E Preferred Stock 2018-05-01 4 C 0 785225 0 D Class B Common Stock 785225.0 0 I By Madrona Venture Fund III, L.P. Class B Common Stock 2018-05-01 4 C 0 785225 0 A Class A Common Stock 785225.0 20221505 I By Madrona Venture Fund III, L.P. Series A-4 Preferred Stock 2018-05-01 4 C 0 323560 0 D Class B Common Stock 346043.0 0 I By Madrona Venture Fund III-A, L.P. Class B Common Stock 2018-05-01 4 C 0 346043 0 A Class A Common Stock 346043.0 346043 I By Madrona Venture Fund III-A,L.P. Series B Preferred Stock 2018-05-01 4 C 0 221520 0 D Class B Common Stock 221520.0 0 I By Madrona Venture Fund III-A, L.P. Class B Common Stock 2018-05-01 4 C 0 221520 0 A Class A Common Stock 221520.0 567563 I By Madrona Venture Fund III-A,L.P. Series C Preferred Stock 2018-05-01 4 C 0 131830 0 D Class B Common Stock 131830.0 0 I By Madrona Venture Fund III-A, L.P. Class B Common Stock 2018-05-01 4 C 0 131830 0 A Class A Common Stock 131830.0 699393 I By Madrona Venture Fund III-A,L.P. Series D Preferred Stock 2018-05-01 4 C 0 77055 0 D Class B Common Stock 77055.0 0 I By Madrona Venture Fund III-A, L.P. Class B Common Stock 2018-05-01 4 C 0 77055 0 A Class A Common Stock 77055.0 776448 I By Madrona Venture Fund III-A,L.P. Series E Preferred Stock 2018-05-01 4 C 0 31368 0 D Class B Common Stock 31368.0 0 I By Madrona Venture Fund III-A, L.P. Class B Common Stock 2018-05-01 4 C 0 31368 0 A Class A Common Stock 31368.0 807816 I By Madrona Venture Fund III-A,L.P. Series D Preferred Stock 2018-05-01 4 C 0 1956060 0 D Class B Common Stock 1956060.0 0 I By Madrona Venture Fund IV, L.P. Class B Common Stock 2018-05-01 4 C 0 1956060 0 A Class A Common Stock 1956060.0 2033697 I By Madrona Venture Fund IV, L.P. Series E Preferred Stock 2018-05-01 4 C 0 1433338 0 D Class B Common Stock 1433338.0 0 I By Madrona Venture Fund IV, L.P. Class B Common Stock 2018-05-01 4 C 0 1433338 0 A Class A Common Stock 1433338.0 3467035 I By Madrona Venture Fund IV, L.P. Series F Preferred Stock 2018-05-01 4 C 0 763347 0 D Class B Common Stock 763347.0 0 I By Madrona Venture Fund IV, L.P. Class B Common Stock 2018-05-01 4 C 0 763347 0 A Class A Common Stock 763347.0 4230382 I By Madrona Venture Fund IV, L.P. Series D Preferred Stock 2018-05-01 4 C 0 49850 0 D Class B Common Stock 49850.0 0 I By Madrona Venture Fund IV-A, L.P. Class B Common Stock 2018-05-01 4 C 0 49850 0 A Class A Common Stock 49850.0 51829 I By Madrona Venture Fund IV-A, L.P. Series E Preferred Stock 2018-05-01 4 C 0 36530 0 D Class B Common Stock 36530.0 0 I By Madrona Venture Fund IV-A, L.P. Class B Common Stock 2018-05-01 4 C 0 36530 0 A Class A Common Stock 36530.0 88359 I By Madrona Venture Fund IV-A, L.P. Each share of the issuer's Series A-4 Preferred Stock automatically converted into 1.06949 shares of the issuer's Class B Common Stock on May 1, 2018 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-223914) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date. 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 IPO, 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) 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. These securities are held of record by Madrona Venture Fund III, L.P. ("Madrona Fund III"). Madrona Investment Partners III, L.P. ("Madrona Partners III") is the general partner of Madrona Fund III, 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 Fund III. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Each share of the issuer's Series B Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock on May 1, 2018 in connection with the closing of the issuer's sale of its Class A Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date. Each share of the issuer's Series C Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock on May 1, 2018 in connection with the closing of the issuer's sale of its Class A Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date. Each share of the issuer's Series D Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock on May 1, 2018 in connection with the closing of the issuer's sale of its Class A Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date. Each share of the issuer's Series E Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock on May 1, 2018 in connection with the closing of the issuer's sale of its Class A Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date. These securities are held of record by Madrona Venture Fund III-A, L.P. ("Madrona Fund III-A"). Madrona Partners III is the general partner of Madrona Fund III-A, and 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-A. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. These securities are held of record by Madrona Venture Fund IV, L.P. ("Madrona Fund IV"). Madrona Investment Partners IV, L.P. ("Madrona Partners IV") is the general partner of Madrona Fund IV, 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 Fund IV. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Each share of the issuer's Series F Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock on May 1, 2018 in connection with the closing of the issuer's sale of its Class A Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date. These securities are held of record by Madrona Venture Fund IV-A, L.P. ("Madrona Fund IV-A"). Madrona Partners IV is the general partner of Madrona Fund IV-A, and 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 Fund IV-A. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. /s/ Troy Cichos Authorized Signatory on behalf of the Reporting Persons 2018-05-01