Smartsheet Inc.

11/19/2024 | Press release | Distributed by Public on 11/19/2024 17:08

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 *
Marshall Jolene Lau
2. Issuer Name and Ticker or Trading Symbol
SMARTSHEET INC [SMAR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Legal Officer
(Last) (First) (Middle)
C/O SMARTSHEET INC., 500 108TH AVENUE NE #200 		3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024
(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 11/18/2024 M 465 A (1) 10,423 D
Class A Common Stock 11/18/2024 M 1,603 A (1) 12,026 D
Class A Common Stock 11/18/2024 M 3,219 A (1) 15,245 D
Class A Common Stock 11/18/2024 M 14,407 A (1) 29,652 D
Class A Common Stock 11/18/2024 F 7,752(2) D $55.86 21,900 D
Class A Common Stock 11/15/2024 S(3) 3,205 D $55.92 18,695 D
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
Restricted Stock Units (RSU) (Class A) (1) 11/18/2024 M 465 (4) 03/19/2031 Class A Common Stock 465 $ 0 466 D
Restricted Stock Units (RSU) (Class A) (1) 11/18/2024 M 1,603 (5) 12/07/2031 Class A Common Stock 1,603 $ 0 6,409 D
Restricted Stock Units (RSU) (Class A) (1) 11/18/2024 M 3,219 (6) 12/06/2032 Class A Common Stock 3,219 $ 0 12,874 D
Restricted Stock Units (RSU) (Class A) (1) 11/18/2024 M 14,407 (7) 12/12/2033 Class A Common Stock 14,407 $ 0 28,817 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Marshall Jolene Lau
C/O SMARTSHEET INC.
500 108TH AVENUE NE #200
BELLEVUE, WA 98004 		Chief Legal Officer

Signatures

/s/ Jolene Marshall 11/19/2024
**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 RSU 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 RSUs and does not represent a sale by the reporting person.
(3) The reported transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on April 4, 2024.
(4) The RSUs vested as to 25% of the total shares on February 15, 2022, and then 6.25% of the total shares vest quarterly thereafter, subject to continued service through each vesting date.
(5) The RSUs vested as to 25% of the total shares on November 15, 2022, and then 6.25% of the total shares vest quarterly thereafter, subject to continued service through each vesting date.
(6) The RSUs vest as to 33.3% of the total shares on November 15, 2023, and then 8.33% of the total shares shall vest quarterly thereafter, subject to continued service through each vesting date.
(7) The RSUs vest as to 33.3% of the total shares on November 15, 2024, and then 8.33% of the total shares 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.