Madrona Venture Fund III L P Form 4 SMARTSHEET / Investment Partners Madrona III ownership change

SEC Form 4

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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X

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^*

Madrona Investment Partners III

(Last) (First) (Middle)

C/O MADRONA VENTURE GROUP

999 THIRD AVE., 34TH FLOOR

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	09/19/2019		C		6,132,030	A	(1)	6,132,030	I	By Madrona Venture Fund III, L.P.(2)
Class A Common Stock	09/19/2019		C		244,959	A	(1)	244,959	I	By Madrona Venture Fund III-A, L.P.(2)
Class A Common Stock	09/19/2019		C		1,282,835	A	(1)	1,282,835	I	By Madrona Venture Fund IV, L.P.(3)
Class A Common Stock	09/19/2019		C		32,692	A	(1)	32,692	I	By Madrona Venture Fund IV-A, L.P.(3)

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 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
Class B Common Stock	(1)	09/19/2019		C			6,132,030	(1)	(1)	Class A Common Stock	6,132,030	$0	0	I	By Madrona Venture Fund III, L.P.(2)
Class B Common Stock	(1)	09/19/2019		C			244,959	(1)	(1)	Class A Common Stock	244,959	$0	0	I	By Madrona Venture Fund III-A,L.P.(2)
Class B Common Stock	(1)	09/19/2019		C			1,282,835	(1)	(1)	Class A Common Stock	1,282,835	$0	0	I	By Madrona Venture Fund IV, L.P.(3)
Class B Common Stock	(1)	09/19/2019		C			32,692	(1)	(1)	Class A Common Stock	32,692	$0	0	I	By Madrona Venture Fund IV-A, L.P.(3)

1. Name and Address of Reporting Person^*

Madrona Investment Partners III

(Last) (First) (Middle)

C/O MADRONA VENTURE GROUP

999 THIRD AVE., 34TH FLOOR

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Madrona Venture Fund III L P

(Last) (First) (Middle)

C/O MADRONA VENTURE GROUP

999 THIRD AVE., 34TH FLOOR

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Madrona Venture Fund III-A LP

(Last) (First) (Middle)

C/O MADRONA VENTURE GROUP

999 THIRD AVE., 34TH FLOOR

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Madrona Venture Fund IV, LP

(Last) (First) (Middle)

C/O MADRONA VENTURE GROUP

999 THIRD AVE., 34TH FLOOR

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Madrona Venture Fund IV-A, LP

(Last) (First) (Middle)

C/O MADRONA VENTURE GROUP

999 THIRD AVE., 34TH FLOOR

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

Explanation of Responses:

1. Does not represent a sale or purchase of the issuer's common stock but the automatic conversion of shares of the issuer's Class B Common Stock into shares of the issuer's Class A Common Stock effective as of the date that the total number of shares of outstanding Class B Common Stock ceased to represent at least 15% of all outstanding shares of the issuer's common stock, as set forth in the issuer's Amended and Restated Articles of Incorporation.

2. These securities are held of record by Madrona Venture Fund III, L.P. ("Madrona III") and Madrona Venture Fund III-A, L.P. ("Madrona III-A"), as applicable. Madrona Investment Partners III, L.P. ("Madrona Partners III") is the general partner of Madrona III and Madrona III-A, and Madrona III General Partner, LLC ("Madrona III LLC") is the general partner of Madrona Partners III. Matthew McIlwain, a member of the issuer's board of directors, together with Tom Alberg, Paul Goodrich, Scott Jacobson, Len Jordon, and Tim Porter, are the managing members of Madrona III LLC, and each may be deemed to share voting and investment power over the securities held by Madrona III and Madrona III-A. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the securities' inclusion herein shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purposes.

3. These securities are held of record by Madrona Venture Fund IV, L.P. ("Madrona IV") and Madrona Venture Fund IV-A, L.P. ("Madrona IV-A"), as applicable. Madrona Investment Partners IV, L.P.("Madrona Partners IV") is the general partner of Madrona IV and Madrona IV-A, and Madrona IV General Partner, LLC ("Madrona IV LLC") is the general partner of Madrona Partners IV. Matthew McIlwain, a member of the issuer's board of directors, together with Tom Alberg, Paul Goodrich, Scott Jacobson, Len Jordon, and Tim Porter, are the managing members of Madrona IV LLC, and each may be deemed to share voting and investment power over the securities held by Madrona Fund IV and Madrona Fund IV-A. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the securities' inclusion herein shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or any other purposes.

Remarks:

	/s/ Troy Cichos Authorized Signatory on behalf of the Reporting Persons	09/23/2019
	** Signature of Reporting Person	Date
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