SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

FREI BRENT

(Last)

(First)

(Middle)

C/O SMARTSHEET, INC.

10500 NE 8TH ST., SUITE 1300

(Street)

BELLEVUE

98004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2018

3. Issuer Name and Ticker or Trading Symbol
SMARTSHEET INC [ SMAR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,693,305	⁽¹⁾	D
Class B Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	⁽¹⁾	I	By Samantha Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class B Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	⁽¹⁾	I	By Sofia Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class B Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	⁽¹⁾	I	By Tessa Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class B Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	⁽¹⁾	I	By Thomas Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class B Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,000	⁽¹⁾	I	By Tucker Frei Irrevocable Trust dated January 7, 2018⁽²⁾
Class B Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	100,000	⁽¹⁾	I	By CC GRAT of 2017⁽³⁾
Class B Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	100,000	⁽¹⁾	I	By Frei GRAT of 2017⁽³⁾
Class B Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	100,000	⁽¹⁾	I	By KF GRAT of 2017⁽³⁾
Class B Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	100,000	⁽¹⁾	I	By MF GRAT of 201⁽³⁾
Class B Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	100,000	⁽¹⁾	I	By SD GRAT of 2017⁽³⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾	4,151,237	⁽⁴⁾	D
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽¹⁾	1,441,685	⁽⁵⁾	D
Stock Option (right to buy Class B Common Stock)	⁽⁶⁾	02/18/2025	Class B Common Stock	25,000	$1.52	D

Explanation of Responses:

1. 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 initial public offering ("IPO"), except for certain permitted transfers, and (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.

2. These securities are held of record by Mark A. Frei, Trustee of each of the Samantha Frei Irrevocable Trust dated January 7, 2018, Sofia Frei Irrevocable Trust dated January 7, 2018, Tessa Frei Irrevocable Trust dated January 7, 2018, Thomas Frei Irrevocable Trust dated January 7, 2018, and Tucker Frei Irrevocable Trust dated January 7, 2018, trusts for the benefit of the reporting person's minor children. 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.

3. These securities are held of record by Brent Frei, Trustee of each of the CC GRAT of 2017, the Frei GRAT of 2017, the KF GRAT of 2017, the MF GRAT of 2017 and the SD GRAT of 2017.

4. Each share of the issuer's Series A Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

5. Each share of the issuer's Series B Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

6. The option vested as to 25% of the total shares on January 1, 2016 and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on January 1, 2019, subject to the reporting person's provision of service to the issuer on each vesting date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Paul Porrini as attorney-in-fact for Brent Frei	04/26/2018
	** 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 5 (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.
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