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^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

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

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	09/09/2019		C		2,420,191	A	$0⁽¹⁾	2,420,191	I	See Footnote⁽²⁾
Class A Common Stock	09/09/2019		C		1,065,417	A	$0⁽¹⁾	1,065,417	I	See Footnote⁽³⁾
Class A Common Stock	09/09/2019		C		153,084	A	$0⁽¹⁾	153,084	I	See Footnote⁽⁴⁾
Class A Common Stock	09/09/2019		C		56,015	A	$0⁽¹⁾	56,015	I	See Footnote⁽⁵⁾
Class A Common Stock	09/09/2019		C		1,305,293	A	$0⁽¹⁾	1,305,293	I	See Footnote⁽⁶⁾
Class A Common Stock	09/09/2019		J⁽⁷⁾		2,420,191	D	⁽⁷⁾	0	I	See Footnote⁽²⁾
Class A Common Stock	09/09/2019		J⁽⁷⁾		1,065,417	D	⁽⁷⁾	0	I	See Footnote⁽³⁾
Class A Common Stock	09/09/2019		J⁽⁷⁾		153,084	D	⁽⁷⁾	0	I	See Footnote⁽⁴⁾
Class A Common Stock	09/09/2019		J⁽⁷⁾		56,015	D	⁽⁷⁾	0	I	See Footnote⁽⁵⁾
Class A Common Stock	09/09/2019		J⁽⁷⁾		1,305,293	D	⁽⁷⁾	0	I	See Footnote⁽⁶⁾
Class A Common Stock	09/09/2019		J⁽⁷⁾		129,124	A	⁽⁷⁾	344,726	I	See Footnote⁽⁸⁾

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)
Class B Common Stock	⁽⁹⁾	09/09/2019		C			2,420,191	⁽⁹⁾	⁽⁹⁾	Class A common stock	2,420,191	$0⁽¹⁾	2,580,408	I	See Footnote⁽²⁾
Class B Common Stock	⁽⁹⁾	09/09/2019		C			1,065,417	⁽⁹⁾	⁽⁹⁾	Class A common stock	1,065,417	$0⁽¹⁾	1,135,949	I	See Footnote⁽³⁾
Class B Common Stock	⁽⁹⁾	09/09/2019		C			153,084	⁽⁹⁾	⁽⁹⁾	Class A common stock	153,084	$0⁽¹⁾	163,218	I	See Footnote⁽⁴⁾
Class B Common Stock	⁽⁹⁾	09/09/2019		C			56,015	⁽⁹⁾	⁽⁹⁾	Class A common stock	56,015	$0⁽¹⁾	59,725	I	See Footnote⁽⁵⁾
Class B Common Stock	⁽⁹⁾	09/09/2019		C			1,305,293	⁽⁹⁾	⁽⁹⁾	Class A common stock	1,305,293	$0⁽¹⁾	1,391,707	I	See Footnote⁽⁶⁾

1. Name and Address of Reporting Person^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners VII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners (Cayman) VII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners (Delaware) VII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners VII (Co-Investors), L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Associates VII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Associates VII, Ltd.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners Coinvestment Fund II, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Associates Coinvestment II, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

IVP (Venice), L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. See Exhibit 99.1

2. See Exhibit 99.1

3. See Exhibit 99.1

4. See Exhibit 99.1

5. See Exhibit 99.1

6. See Exhibit 99.1

7. See Exhibit 99.1

8. See Exhibit 99.1

9. See Exhibit 99.1

Remarks:

Exhibit List ------------ Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information

	Insight Holdings Group, LLC, by Blair Flicker, its Authorized Signatory, /s/ Blair Flicker	09/11/2019
	** 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.