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

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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^*

McIlwain Matthew S

(Last)

(First)

(Middle)

C/O MADRONA VENTURE GROUP

999 THIRD AVE., 34TH FLOOR

(Street)

SEATTLE

98104

(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	X	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)

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-4 Preferred Stock	⁽¹⁾	05/01/2018		C			8,099,380	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	8,662,205	$0	0	I	By Madrona Venture Fund III, L.P.⁽³⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		8,662,205		⁽²⁾	⁽²⁾	Class A Common Stock	8,662,205	$0	8,662,205	I	By Madrona Venture Fund III, L.P.⁽³⁾
Series B Preferred Stock	⁽⁴⁾	05/01/2018		C			5,545,225	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	5,545,225	$0	0	I	By Madrona Venture Fund III, L.P.⁽³⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		5,545,225		⁽²⁾	⁽²⁾	Class A Common Stock	5,545,225	$0	14,207,430	I	By Madrona Venture Fund III, L.P.⁽³⁾
Series C Preferred Stock	⁽⁵⁾	05/01/2018		C			3,299,995	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽²⁾	3,299,995	$0	0	I	By Madrona Venture Fund III, L.P.⁽³⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		3,299,995		⁽²⁾	⁽²⁾	Class A Common Stock	3,299,995	$0	17,507,425	I	By Madrona Venture Fund III, L.P.⁽³⁾
Series D Preferred Stock	⁽⁶⁾	05/01/2018		C			1,928,855	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	1,928,855	$0	0	I	By Madrona Venture Fund III, L.P.⁽³⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		1,928,855		⁽²⁾	⁽²⁾	Class A Common Stock	1,928,855	$0	19,436,280	I	By Madrona Venture Fund III, L.P.⁽³⁾
Series E Preferred Stock	⁽⁷⁾	05/01/2018		C			785,225	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	785,225	$0	0	I	By Madrona Venture Fund III, L.P.⁽³⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		785,225		⁽²⁾	⁽²⁾	Class A Common Stock	785,225	$0	20,221,505	I	By Madrona Venture Fund III, L.P.⁽³⁾
Series A-4 Preferred Stock	⁽¹⁾	05/01/2018		C			323,560	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	346,043	$0	$0	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		346,043		⁽²⁾	⁽²⁾	Class A Common Stock	346,043	$0	346,043	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Series B Preferred Stock	⁽⁴⁾	05/01/2018		C			221,520	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	221,520	$0	0	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		221,520		⁽²⁾	⁽²⁾	Class A Common Stock	221,520	$0	567,563	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Series C Preferred Stock	⁽⁵⁾	05/01/2018		C			131,830	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽²⁾	131,830	$0	0	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		131,830		⁽²⁾	⁽²⁾	Class A Common Stock	131,830	$0	699,393	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Series D Preferred Stock	⁽⁶⁾	05/01/2018		C			77,055	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	77,055	$0	0	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		77,055		⁽²⁾	⁽²⁾	Class A Common Stock	77,055	$0	776,448	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Series E Preferred Stock	⁽⁷⁾	05/01/2018		C			31,368	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	31,368	$0	0	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		31,368		⁽²⁾	⁽²⁾	Class A Common Stock	31,368	$0	807,816	I	By Madrona Venture Fund III-A, L.P.⁽⁸⁾
Series D Preferred Stock	⁽⁶⁾	05/01/2018		C			1,956,060	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	1,956,060	$0	0	I	By Madrona Venture Fund IV, L.P.⁽⁹⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		1,956,060		⁽²⁾	⁽²⁾	Class A Common Stock	1,956,060	$0	2,033,697	I	By Madrona Venture Fund IV, L.P.⁽⁹⁾
Series E Preferred Stock	⁽⁷⁾	05/01/2018		C			1,433,338	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	1,433,338	$0	0	I	By Madrona Venture Fund IV, L.P.⁽⁹⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		1,433,338		⁽²⁾	⁽²⁾	Class A Common Stock	1,433,338	$0	3,467,035	I	By Madrona Venture Fund IV, L.P.⁽⁹⁾
Series F Preferred Stock	⁽¹⁰⁾	05/01/2018		C			763,347	⁽¹⁰⁾	⁽¹⁰⁾	Class B Common Stock⁽²⁾	763,347	$0	0	I	By Madrona Venture Fund IV, L.P.⁽⁹⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		763,347		⁽²⁾	⁽²⁾	Class A Common Stock	763,347	$0	4,230,382	I	By Madrona Venture Fund IV, L.P.⁽⁹⁾
Series D Preferred Stock	⁽⁶⁾	05/01/2018		C			49,850	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	49,850	$0	0	I	By Madrona Venture Fund IV-A, L.P.⁽¹¹⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		49,850		⁽²⁾	⁽²⁾	Class A Common Stock	49,850	$0	51,829	I	By Madrona Venture Fund IV-A, L.P.⁽¹¹⁾
Series E Preferred Stock	⁽⁷⁾	05/01/2018		C			36,530	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	36,530	$0	0	I	By Madrona Venture Fund IV-A, L.P.⁽¹¹⁾
Class B Common Stock⁽²⁾	⁽²⁾	05/01/2018		C		36,530		⁽²⁾	⁽²⁾	Class A Common Stock	36,530	$0	88,359	I	By Madrona Venture Fund IV-A, L.P.⁽¹¹⁾

Explanation of Responses:

1. 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.

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 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.

3. 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. The reporting person 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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. The reporting person 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.

9. 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. The reporting person 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.

10. 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.

11. 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. The reporting person 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.

Remarks:

	/s/ Paul Porrini as attorney-in-fact for Matthew McIlwain	05/01/2018
	** Signature of Reporting Person	Date
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