Smartsheet (SMAR) Form 4 SMARTSHEET / Jolene Lau Marshall 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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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^*

Marshall Jolene Lau

(Last) (First) (Middle)

C/O SMARTSHEET INC.

500 108TH AVENUE NE #200

(Street)

BELLEVUE WA 98004

(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
X	Officer (give title below)	Other (specify below)
Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2024

4. 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 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	05/15/2024		M		463	A	(1)	17,030	D
Class A Common Stock	05/15/2024		M		1,602	A	(1)	18,632	D
Class A Common Stock	05/15/2024		M		3,218	A	(1)	21,850	D
Class A Common Stock	05/15/2024		F		1,289(2)	D	$40.87	20,561	D

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
Restricted Stock Units (RSU) (Class A)	(1)	05/15/2024		M			463	(3)	03/19/2031	Class A Common Stock	463	$0	1,396	D
Restricted Stock Units (RSU) (Class A)	(1)	05/15/2024		M			1,602	(4)	12/07/2031	Class A Common Stock	1,602	$0	9,614	D
Restricted Stock Units (RSU) (Class A)	(1)	05/15/2024		M			3,218	(5)	12/06/2032	Class A Common Stock	3,218	$0	19,311	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

2. Represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person.

3. The RSUs vested as to 25% of the total shares on February 15, 2022, and then 6.25% of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

4. The RSUs vested as to 25% of the total shares on November 15, 2022, and then 6.25% of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

5. The RSUs vest as to 33.3% of the total shares on November 15, 2023, and then 8.33% of the total shares shall vest quarterly thereafter, subject to continued service through each vesting date.

Remarks:

	/s/ Jolene Marshall	05/17/2024
	** 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.