X0306
4
2018-05-01
0
0001366561
SMARTSHEET INC
SMAR
0001104916
FREI BRENT
C/O SMARTSHEET, INC.
10500 NE 8TH ST., SUITE 1300
BELLEVUE
WA
98004
1
0
0
0
Class A Common Stock
2018-05-01
4
C
0
500000
0
A
500000
D
Class A Common Stock
2018-05-01
4
S
0
500000
15
D
0
D
Series A Preferred Stock
2018-05-01
4
C
0
4151237
0
D
Class B Common Stock
4151237.0
0
D
Class B Common Stock
2018-05-01
4
C
0
4151237
0
A
Class A Common Stock
4151237.0
5844542
D
Series B Preferred Stock
2018-05-01
4
C
0
1441685
0
D
Class B Common Stock
1441685.0
0
D
Class B Common Stock
2018-05-01
4
C
0
1441685
0
A
Class A Common Stock
1441685.0
7286227
D
Class B Common Stock
2018-05-01
4
C
0
500000
0
D
Class A Common Stock
500000.0
6786227
D
Class B Common Stock
Class A Common Stock
25000.0
25000
I
By Samantha Frei Irrevocable Trust dated January 7, 2018
Class B Common Stock
Class A Common Stock
25000.0
25000
I
By Sofia Frei Irrevocable Trust dated January 7, 2018
Class B Common Stock
Class A Common Stock
25000.0
25000
I
By Tessa Frei Irrevocable Trust dated January 7, 2018
Class B Common Stock
Class A Common Stock
25000.0
25000
I
By Thomas Frei Irrevocable Trust dated January 7, 2018
Class B Common Stock
Class A Common Stock
25000.0
25000
I
By Tucker Frei Irrevocable Trust dated January 7, 2018
Class B Common Stock
Class A Common Stock
100000.0
100000
I
By CC GRAT of 2017
Class B Common Stock
Class A Common Stock
100000.0
100000
I
By Frei GRAT of 2017
Class B Common Stock
Class A Common Stock
100000.0
100000
I
By KF GRAT of 2017
Class B Common Stock
Class A Common Stock
100000.0
100000
I
By MF GRAT of 2017
Class B Common Stock
Class A Common Stock
100000.0
100000
I
By SD GRAT of 2017
Each share of the issuer's Series A 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 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 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.
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.
The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
These securities are held of record by Mark A. Frei, Trustee of each of the Samantha Frei Irrevocable Trust dated January 7, 2018, Sofia Frei Irrevocable Trust dated January 7, 2018, Tessa Frei Irrevocable Trust dated January 7, 2018, Thomas Frei Irrevocable Trust dated January 7, 2018, and Tucker Frei Irrevocable Trust dated January 7, 2018, trusts for the benefit of the reporting person's minor children. The reporting person disclaims beneficial ownership over such securities, 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 Brent Frei, Trustee of each of the CC GRAT of 2017, the Frei GRAT of 2017, the KF GRAT of 2017, the MF GRAT of 2017 and the SD GRAT of 2017.
/s/ Paul Porrini as attorney-in-fact for Brent Frei
2018-05-01