Smartsheet Inc.

12/13/2024 | Press release | Distributed by Public on 12/13/2024 17:03

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MADER MARK PATRICK
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
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O SMARTSHEET INC., 500 108TH AVENUE NE #200 		3. Date of Earliest Transaction (Month/Day/Year)
12/11/2024
(Street)
BELLEVUE, WA 98004 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 12/11/2024 M 51,879 A (1) 662,521 D
Class A Common Stock 12/11/2024 F 20,415(2) D $55.97 642,106 D
Class A Common Stock 12/12/2024 G 12,750(3) D $ 0 629,356 D
Class A Common Stock 51,250 I By T49C Trust(4)
Class A Common Stock 40,000 I By L38 Trust(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Unit (PSU) (Class A) (1) 12/11/2024 A 103,758(5) (6) 12/11/2034 Class A Common Stock 103,758 $ 0 103,758 D
Performance Stock Unit (PSU) (Class A) (1) 12/11/2024 M 51,879 (6) 12/11/2034 Class A Common Stock 51,879 $ 0 51,879 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MADER MARK PATRICK
C/O SMARTSHEET INC.
500 108TH AVENUE NE #200
BELLEVUE, WA 98004 		X President and CEO

Signatures

/s/ Jolene Marshall as attorney-in-fact for Mark Mader 12/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each PSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
(2) Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the PSUs and does not represent a sale by the reporting person.
(3) Represents shares of the issuer's Class A Common Stock that the reporting person donated as a gift.
(4) These securities are held of record by Douglas Porter, Trustee of the T49C Trust and L38 Trust, trusts for the benefit of the reporting person's child. 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.
(5) The reporting person earned 103,758 PSUs upon the achievement of certain performance criteria as certified by the Compensation Committee of the issuer's Board of Directors ("Compensation Committee") on December 11, 2024.
(6) The PSUs vested as to 50% upon certification by the Compensation Committee, and then 12.5% of the total PSUs shall vest quarterly thereafter, subject to continued service through each vesting date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.