SEC FORM 4

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^*

FREI BRENT

(Last)

(First)

(Middle)

C/O SMARTSHEET, INC.

10500 NE 8TH ST., SUITE 1300

(Street)

BELLEVUE

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/01/2018		C		500,000	A	$0	500,000	D
Class A Common Stock	05/01/2018		S		500,000	D	$15	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	05/01/2018		C			4,151,237	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	4,151,237	$0	0	D
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		4,151,237		⁽²⁾	⁽²⁾	Class A Common Stock	4,151,237	$0	5,844,542	D
Series B Preferred Stock	⁽³⁾	05/01/2018		C			1,441,685	⁽³⁾	⁽³⁾	Class B Common Stock⁽²⁾	1,441,685	$0	0	D
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		1,441,685		⁽²⁾	⁽²⁾	Class A Common Stock	1,441,685	$0	7,286,227	D
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C			500,000⁽⁴⁾	⁽²⁾	⁽²⁾	Class A Common Stock	500,000	$0	6,786,227	D
Class B Common Stock⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	25,000		25,000	I	By Samantha Frei Irrevocable Trust dated January 7, 2018⁽⁵⁾
Class B Common Stock⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	25,000		25,000	I	By Sofia Frei Irrevocable Trust dated January 7, 2018⁽⁵⁾
Class B Common Stock⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	25,000		25,000	I	By Tessa Frei Irrevocable Trust dated January 7, 2018⁽⁵⁾
Class B Common Stock⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	25,000		25,000	I	By Thomas Frei Irrevocable Trust dated January 7, 2018⁽⁵⁾
Class B Common Stock⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	25,000		25,000	I	By Tucker Frei Irrevocable Trust dated January 7, 2018⁽⁵⁾
Class B Common Stock⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	100,000		100,000	I	By CC GRAT of 2017⁽⁶⁾
Class B Common Stock⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	100,000		100,000	I	By Frei GRAT of 2017⁽⁶⁾
Class B Common Stock⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	100,000		100,000	I	By KF GRAT of 2017⁽⁶⁾
Class B Common Stock⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	100,000		100,000	I	By MF GRAT of 2017⁽⁶⁾
Class B Common Stock⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	100,000		100,000	I	By SD GRAT of 2017⁽⁶⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.

5. 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.

6. 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.

Remarks:

	/s/ Paul Porrini as attorney-in-fact for Brent Frei	05/01/2018
	** 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.