S-8

As filed with the Securities and Exchange Commission on March 20, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________________________________________________________________________________________

Smartsheet Inc.

(Exact name of registrant as specified in its charter)

Washington	20-2954357
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

500 108th Ave NE, Suite 200

Bellevue, WA 98004

(Address of Principal Executive Offices) (Zip Code)

2018 Equity Incentive Plan

2018 Employee Stock Purchase Plan

(Full title of the plans)

_____________________________________________________________________________________________

Mark P. Mader

President and Chief Executive Officer

Smartsheet Inc.

500 108th Ave NE, Suite 200

Bellevue, WA 98004

(425) 324-2360

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:
Alan C. Smith Katherine K. Duncan Fenwick & West LLP 1191 Second Avenue, Floor 10 Seattle, WA 98101 (260) 389-4510	Jolene Marshall Chief Legal Officer Smartsheet Inc. 500 108th Ave NE, Suite 200 Bellevue, WA 98004 (425) 324-2360

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Smartsheet Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 6,844,200 additional shares of Registrant’s Class A Common Stock under the Registrant’s 2018 Equity Incentive Plan (the "2018 Plan") and 1,368,840 additional shares of Registrant’s Class A Common Stock under the Registrant's 2018 Employee Stock Purchase Plan, as amended ("ESPP"), pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on April 27, 2018 (Registration No. 333-224501), the Registrant’s registration statement on Form S-8 filed with the Commission on April 8, 2019 (Registration No. 333-230773), the Registrant's registration statement on Form S-8 filed with the Commission on March 31, 2020 (Registration No. 333-237510), the Registrant's registration statement on Form S-8 filed with the Commission on March 30, 2021 (Registration No. 333-254865), the Registrant's registration statement on Form S-8 filed with the Commission on March 25, 2022 (Registration No. 333-263857), and the Registrant's registration statement on Form S-8 filed with the Commission on March 22, 2023 (Registration No. 333-270748). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a)	the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2024, filed with the Commission on March 20, 2024, pursuant to Section 13 of the Exchange Act;
(b)	all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
(c)	the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-38464) filed with the Commission on April 23, 2018 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Sections 23B.08.510 and 23B.08.570 of the Washington Business Corporation Act (the “WBCA”)authorizes Washington corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving them as a result of their services as an officer or director. Section 23B.08.560 of the WBCA authorizes a corporation by provision in its articles of incorporation to agree to indemnify a director and obligate itself to advance or reimburse expenses without regard to the provisions of Sections 23B.08.510 through .550 subject to certain limitations.

As permitted by the WBCA, the Registrant’s amended and restated articles of incorporation contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except liability for the following:

◦acts or omissions of a director that involve intentional misconduct or a knowing violation of law;

◦conduct in violation of Section 23B.08.310 of the WBCA (relating to unlawful distributions); or

◦any transaction from which a director personally received a benefit in money, property, or services to which such director is not legally entitled.

As permitted by the WBCA, the Registrant’s amended and restated bylaws provide that:

◦the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the WBCA, subject to very limited exceptions;

◦the Registrant may indemnify its other employees and agents as set forth in the WBCA;

◦the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the WBCA, subject to very limited exceptions; and

◦the rights conferred in the restated bylaws are not exclusive.

The Registrant has entered into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s amended and restated articles of incorporation and amended and restated bylaws and to provide additional procedural protections. Reference is also made to the underwriting agreement filed as Exhibit 1.1 to the Form S-1 (File No. 333-223914) for the Registrant’s initial public offering and the underwriting agreement filed as Exhibit 1.1 to the Form S-3 (File No. 333-232041) for the Registrant’s follow-on offering, which provide for the indemnification of officers, directors, and controlling persons of the Registrant against certain liabilities, including liabilities under the Securities Act. The indemnification provisions in the Registrant’s amended and restated articles of incorporation, amended and restated bylaws, and the indemnification agreements entered into or to be entered into between the Registrant, the underwriters and each of the Registrants directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

The Registrant has directors’ and officers’ liability insurance for its directors and officers.

Certain of the Registrant’s directors are also indemnified by their employers with regard to their service on the Registrant’s board of directors.

See also the undertakings set out in response to Item 9 of this Registration Statement.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed herewith:

	Exhibit Description	Incorporated by Reference
Exhibit Number		Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Amended and Restated Articles of Incorporation	10-Q	001-38464	3.1	06/12/2018
4.2	Amended and Restated Bylaws	8-K	001-38464	3.1	02/02/2024
4.3	Form of Class A common stock certificate of the Registrant	S-1/A	333-222914	4.1	04/16/2018
5.1	Opinion of Fenwick & West LLP					X
23.1	Consent of Fenwick & West LLP (included in Exhibit 5.1)					X
23.2	Consent of Deloitte & Touche LLP, independent registered public accounting firm					X
24.1	Power of Attorney (included on the signature page of this Registration Statement)					X
99.1	2018 Equity Incentive Plan, and forms of award agreements thereunder	10-K	333-222914	10.4	03/22/2023
99.2	2018 Employee Stock Purchase Plan, as amended	10-Q	001-38464	10.1	09/08/2021
107.1	Filing Fee Table					X

Item 9. Undertakings.

A.    The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers, or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (A)(1)(i) and (A)(1)(ii) above shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

B.    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on this March 20, 2024.

SMARTSHEET INC.
By:	/s/ Mark P. Mader
	Mark P. Mader Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark P. Mader and Jolene Marshall, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name	Title	Date
/s/ Mark P. Mader	Chief Executive Officer, President, and Director	March 20, 2024
Mark P. Mader	(Principal Executive Officer)
/s/ Pete Godbole	Chief Financial Officer and Treasurer	March 20, 2024
Pete Godbole	(Principal Financial and Accounting Officer)
/s/ Michael Gregoire	Chair of the Board of Directors	March 20, 2024
Michael Gregoire
/s/ Alissa Abdullah	Director	March 20, 2024
Alissa Abdullah
/s/ Geoffrey T. Barker	Director	March 20, 2024
Geoffrey T. Barker
/s/ Brent Frei	Director	March 20, 2024
Brent Frei
/s/ Elena Gomez	Director	March 20, 2024
Elena Gomez
/s/ Matthew McIlwain	Director	March 20, 2024
Matthew McIlwain
/s/ Khozema Shipchandler	Director	March 20, 2024
Khozema Shipchandler
/s/ Rowan Trollope	Director	March 20, 2024
Rowan Trollope
/s/ James N. White	Director	March 20, 2024
James N. White
/s/ Magdalena Yesil	Director	March 20, 2024
Magdalena Yesil

EX-FILING FEES

Exhibit 107.1

CALCULATION OF FILING FEE TABLES

Form S-8

(Form Type)

Smartsheet Inc.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	To be issued under the 2018 Equity Incentive Plan	Rule 457(c) and Rule 457(h)	6,844,200(2)	$37.75(3)	$258,368,550(3)	$147.60 per $1,000,000	$38,136
Equity	To be issued under the 2018 Employee Stock Purchase Plan	Rule 457(c) and Rule 457(h)	1,368,840(2)	$32.09(4)	$43,926,076(4)	$147.60 per $1,000,000	$6,484
Total Offering Amounts					$302,294,626		$44,620
Total Fee Offsets(5)							—
Net Fee Due							$44,620

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock.
(2)	Represents (a) 6,844,200 additional shares of the Registrant’s Class A common stock available for issuance under the 2018 Equity Incentive Plan (the “2018 Plan”) pursuant to the provision of the 2018 Plan providing for an annual automatic increase in the number of shares reserved for issuance under the 2018 Plan and (b) 1,368,840 additional shares of the Registrant’s Class A common stock available for issuance under the 2018 Employee Stock Purchase Plan (the “ESPP”) pursuant to the provision of the ESPP providing for an annual automatic increase in the number of shares reserved for issuance under the ESPP.
(3)	Estimated under Rules 457(c) and (h) under the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on March 18, 2024.
(4)	Estimated under Rules 457(c) and (h) under the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on March 18, 2024 multiplied by 85%, which is the percentage of the price per share applicable to purchases under the ESPP.
(5)	The Registrant does not have any fee offsets.

EX-5.1

March 20, 2024

Smartsheet Inc.

500 108th Ave NE, Suite 200

Bellevue, WA 98004

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

As counsel to Smartsheet Inc., a Washington corporation (the “Company”), we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about March 20, 2024 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 8,213,040 shares (the “Shares”) of the Company’s Common Stock, no par value per share (the “Common Stock”), subject to issuance by the Company (a) upon the exercise or settlement of equity awards to be granted under the Company’s 2018 Equity Incentive Plan (the “2018 EIP”), and (b) pursuant to purchase rights to acquire shares of Class A Common Stock to be granted under the Company’s 2018 Employee Stock Purchase Plan (the “ESPP”, and together with the 2018 EIP, the “Plans”).

As to matters of fact relevant to the opinions rendered herein, we have examined such documents, certificates and other instruments which we have deemed necessary or advisable, including a certificate addressed to us and dated the date hereof executed by the Company (the “Opinion Certificate”). We have not undertaken any independent investigation to verify the accuracy of any such information, representations or warranties or to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. We have not considered parol evidence in connection with any of the agreements or instruments reviewed by us in connection with this letter.

In our examination of documents for purposes of this letter, we have assumed, and express no opinion as to, the genuineness and authenticity of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, that each document is what it purports to be, the conformity to originals of all documents submitted to us as copies or facsimile copies, the absence of any termination, modification or waiver of or amendment to any document reviewed by us (other than as has been disclosed to us), the legal competence or capacity of all persons or entities (other than the Company) executing the same and (other than the Company) the due authorization, execution and delivery of all documents by each party thereto. We have also assumed the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), except for required EDGAR formatting changes, to physical copies submitted for our examination.

The opinions in this letter are limited to the existing laws of the State of Washington now in effect. We express no opinion with respect to any other laws.

Based upon, and subject to, the foregoing, it is our opinion that the Shares, when issued and sold by the Company in accordance with the terms (including, without limitation, payment and authorization provisions) of the applicable Plan and the applicable form of award agreement thereunder, against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share), and duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, will be validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion is intended solely for your use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.

Very truly yours,

/s/ Fenwick & West LLP

FENWICK & WEST LLP

EX-23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 20, 2024, relating to the financial statements of Smartsheet Inc. and the effectiveness of Smartsheet Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Smartsheet Inc. for the year ended January 31, 2024.

/s/ Deloitte & Touche LLP

Portland, Oregon
March 20, 2024