Madrona Venture Fund III L P SC 13G/A Beneficial ownership report (amended)

Madrona Venture Fund III L P SC 13G/ABeneficial ownership report (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1 – Exit Filing)*

Smartsheet Inc.

(Name of Issuer)

Class A Common Stock, no par value

(Title of Class of Securities)

83200N103

(CUSIP Number)

December 31, 2019

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule13d-1(b)

☐ Rule13d-1(c)

☒ Rule13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 o 22

CUSIP No. 83200N103

Page 2 of 22

CUSIP No. 83200N103

Page 3 of 22

CUSIP No. 83200N103

Page 4 of 22

CUSIP No. 83200N103

Page 5 of 22

CUSIP No. 83200N103

Page 6 of 22

CUSIP No. 83200N103

Page 7 of 22

CUSIP No. 83200N103

Page 8 of 22

CUSIP No. 83200N103

Page 9 of 22

CUSIP No. 83200N103

Page 10 of 22

CUSIP No. 83200N103

Page 11 of 22

CUSIP No. 83200N103

Page 12 of 22

CUSIP No. 83200N103

Page 13 of 22

CUSIP No. 83200N103

Page 14 of 22

CUSIP No. 83200N103

Page 15 of 22

Item 1(a)

Name of Issuer:

Smartsheet Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

10500 NE 8th Street, Suite 1300

Bellevue, Washington 98004

Item 2 (a)

Name of Person Filing:

(1) Madrona Venture Fund III, L.P. (“MVF III”), (2) Madrona Venture FundIII-A, L.P. (“MVFIII-A”), (3) Madrona Investment Partners III, L.P. (“MIP III”), (4) Madrona III General Partner, LLC (“MGP III”), (5) Madrona Venture Fund IV, L.P. (“MVF IV”), (6) Madrona Venture FundIV-A, L.P. (“MVFIV-A”), (7) Madrona Investment Partners IV, L.P. (“MIP IV”), (8) Madrona IV General Partner, LLC (“MGP IV”) (collectively, the “Reporting Entities” and, each, a “Reporting Entity”), (9) Matt McIlwain, (10) Tom A. Alberg, (11) Paul Goodrich, (12) Len Jordan, (13) Tim Porter, and (14) Scott Jacobson (collectively the “Managing Directors” and, each, a “Managing Director”). The Reporting Entities and the Managing Directors are each referred to individually as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2 (b)

Address of Principal Business Office or, if none, Residence:

The business address of each of the Reporting Persons is:

999 Third Avenue, 34^th Floor

Seattle, WA 98104.

Item 2 (c)

Citizenship:

Each of MGP III and MGP IV is a Delaware limited liability company. Each of MVF III, MVFIII-A, MIP III, MVF IV, MVFIV-A and MIP IV is a Delaware limited partnership. Each Managing Director is a citizen of the United States of America.

Item 2 (d)

Title of Class of Securities:

Class A Common Stock, no par value

Item 2 (e)

CUSIP Number:

83200N103

Item 3.

If this statement is filed pursuant to§§240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a:



(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.80a-8).

(e)	☐	An investment advisor in accordance with§240.13d-1(b)(1)(ii)(E);

Page 16 of 22



(f)	☐	An employee benefit plan or endowment fund in accordance with§240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with§240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.80a-3);

(j)	☐	Anon-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with §240.13d–1(b)(1)(ii)(K).

	☐	If this statement is filed pursuant to Rule13d-1(c), check this box.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

MVF III is the record owner of 2,345,606 shares of Class A Common Stock, MVFIII-A is the record owner of 93,699 shares of Class A Common Stock, MVF IV is the record owner of 490,706 shares of Class A Common Stock, and MFVIV-A is the record owner of 12,505 shares of Class A Common Stock (collectively, the “Entity Shares”). MIP III, as the general partner of MVF III and MVFIII-A, and MGP III, as the general partner of MIP III, may be deemed to own the Entity Shares owned of record by MVF III and MVFIII-A. MIP IV, as the general partner of MVF IV and MVFIV-A, and MGP IV, as the general partner of MIP IV, may be deemed to own the Entity Shares owned of record by MVF IV and MVFIV-A. As managing directors of MGP III and MGP IV, the Managing Directors may be deemed to own the Entity Shares. By virtue of their relationship as affiliated entities that have overlapping general partners and managing directors, each of the Reporting Entities may be deemed to share the power to direct the disposition and vote of the Entity Shares.

Mr. McIlwain is the record owner of 124,868 shares of Class A Common Stock. Mr. Alberg is the record owner of 148,456 shares of Class A Common Stock. Mr. Goodrich is the record owner of 18,000 shares of Class A Common Stock. Mr. Jordan is the record owner of 0 shares of Class A Common Stock. Mr. Porter is the record owner of 0 shares of Class A Common Stock. Mr. Jacobson is the record owner of 11,095 shares of Class A Common Stock.

(b)

Percent of class:

Based on 117,477,938 shares of Class A Common Stock outstanding (as reported in the Form10-Q filed by the Issuer on December 11, 2019), the Reporting Persons may be deemed to be the beneficial owner of 2.5% of the Issuer’s Class A Common Stock, provided that (i) Mr. McIlwain may be deemed to be the beneficial owner of 2.6% of the Issuer’s Class A Common Stock, and (ii) Mr. Alberg may be deemed to be the beneficial owner of 2.6% of the Issuer’s Class A Common Stock.

of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

Page 17 of 22

Each Reporting Person disclaims beneficial ownership of the Entity Shares except to the extent of the Reporting Person’s pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

Page 18 of 22

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 21, 2020


MADRONA VENTURE FUND III, L.P.

By:		/s/ Troy Cichos
Troy Cichos
Its Authorized Signatory

MADRONA VENTURE FUNDIII-A, L.P.

By:		/s/ Troy Cichos
Troy Cichos
Its Authorized Signatory

MADRONA INVESTMENT PARTNERS III, L.P.

By:		/s/ Troy Cichos
Troy Cichos
Its Authorized Signatory

MADRONA III GENERAL PARTNER, LLC

By:		/s/ Troy Cichos
Troy Cichos
Its Authorized Signatory

MADRONA VENTURE FUND IV, L.P.

By:		/s/ Troy Cichos
Troy Cichos
Its Authorized Signatory

MADRONA VENTURE FUNDIV-A, L.P.

By:		/s/ Troy Cichos
Troy Cichos
Its Authorized Signatory

MADRONA INVESTMENT PARTNERS IV, L.P.

By:		/s/ Troy Cichos
Troy Cichos
Its Authorized Signatory

MADRONA IV GENERAL PARTNER, LLC

By:		/s/ Troy Cichos
Troy Cichos
Its Authorized Signatory

Page 19 of 22

/s/ Matt McIlwain

Matt McIlwain

/s/ Tom A. Alberg

Tom A. Alberg

/s/ Paul Goodrich

Paul Goodrich

/s/ Len Jordan

Len Jordan

/s/ Tim Porter

Tim Porter

/s/ Scott Jacobson

Scott Jacobson

Page 20 of 22

Names of Reporting Persons.

Madrona Venture Fund III, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒

SEC Use Only

Citizenship or Place of Organization

Delaware