| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SMARTSHEET INC [ SMAR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/22/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/22/2025 | D | 24,864 | D | $56.5(1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (RSU) (Class A) | (2) | 01/22/2025 | D | 4,864(3)(4) | (5) | 06/18/2034 | Class A Common Stock | 4,864 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were disposed of pursuant to the Agreement and Plan of Merger, dated September 24, 2024 (the "Merger Agreement"), by and among Smartsheet Inc. (the "Company"), Einstein Parent, Inc. ("Parent"), and Einstein Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Company's Class A common stock, no par value per share ("Common Stock"), was canceled and automatically converted into the right to receive $56.50 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"). |
| 2. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement. |
| 3. Pursuant to the Merger Agreement, at the Effective Time, each RSU that vested solely on the basis of time that was outstanding as of immediately prior to the Effective Time and was either (i) held by a non-employee member of the Board of Directors (whether vested or unvested) or (ii) vested in accordance with its terms but not yet settled as of the Effective Time (each, a "Vested RSU") was canceled and converted into the right to receive an amount in cash obtained by multiplying (A) the total number of shares of Common Stock underlying such Vested RSU, by (B) the Merger Consideration, subject to any required withholding of taxes. |
| 4. Pursuant to the Merger Agreement, at the Effective Time, each RSU that was outstanding as of immediately prior to the Effective Time and that was not a Vested RSU (each, an "Unvested RSU") was canceled and automatically converted into the contingent right to receive an aggregate amount in cash equal to the product obtained by multiplying (i) the total number of shares of Common Stock underlying such Unvested RSU, by (ii) the Merger Consideration (the "Unvested RSU Consideration"), subject to any required withholding of taxes. The Unvested RSU Consideration will vest and become payable on substantially the same terms and conditions that applied to the Unvested RSU immediately prior to the Effective Time. |
| 5. The RSUs shall fully vest on the earlier of (a) the date of the 2025 annual meeting of the issuer's shareholders and (b) June 18, 2025, subject to continued service through the vesting date |
| /s/ Jolene Marshall as attorney-in-fact for Michael Gregoire | 01/24/2025 | |
| ** 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 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). | ||
| 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. | ||
