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^*

WHITE JAMES N

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO

94304-1005

(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)
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	113,809	⁽¹⁾	I	By Ltd Partnership (ROSE)⁽³⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	14,700	⁽¹⁾	I	By Ltd Partnership (ROSE)⁽³⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	17,815	⁽²⁾	I	By Ltd Partnership (SHV)⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	4,472,202	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁴⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	312,000	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁴⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	1,009	⁽²⁾	I	By Trust⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	317,030	⁽¹⁾	I	By Trust⁽⁵⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	12,008	⁽¹⁾	I	By Trust⁽⁵⁾

Explanation of Responses:

1. Each share of the issuer's Series E and Series F Preferred Stock will automatically convert into 1 share of the issuer's Class B Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.

2. Each share of the issuer's Class B Common Stock will convert into 1 share of 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, and (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less that 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 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. Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the general partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

4. Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

5. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

Remarks:

smarjnw.txt

	/s/ Robert Yin, by power of attorney	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.
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.