Insight Venture Partners VII Form 3 Initial statement of insider ownership

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^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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)
Class A common stock	3,729,803	I	See Footnote⁽¹⁾
Class A common stock	1,641,936	I	See Footnote⁽²⁾
Class A common stock	2,011,711	I	See Footnote⁽³⁾
Class A common stock	86,329	I	See Footnote⁽⁴⁾
Class A common stock	235,923	I	See Footnote⁽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 A Preferred Stock	⁽⁶⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	13,536	⁽⁶⁾⁽⁷⁾	I	See Footnote⁽¹⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	5,959	⁽⁶⁾⁽⁷⁾	I	See Footnote⁽²⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	7,300	⁽⁶⁾⁽⁷⁾	I	See Footnote⁽³⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	313	⁽⁶⁾⁽⁷⁾	I	See Footnote⁽⁴⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	856	⁽⁶⁾⁽⁷⁾	I	See Footnote⁽⁵⁾
Series A-1 Preferred Stock	⁽⁹⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	100,997	⁽⁷⁾⁽⁹⁾	I	See Footnote⁽¹⁾
Series A-1 Preferred Stock	⁽⁹⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	44,461	⁽⁷⁾⁽⁹⁾	I	See Footnote⁽²⁾
Series A-1 Preferred Stock	⁽⁹⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	54,471	⁽⁷⁾⁽⁹⁾	I	See Footnote⁽³⁾
Series A-1 Preferred Stock	⁽⁹⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	2,338	⁽⁷⁾⁽⁹⁾	I	See Footnote⁽⁴⁾
Series A-1 Preferred Stock	⁽⁹⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	6,388	⁽⁷⁾⁽⁹⁾	I	See Footnote⁽⁵⁾
Series A-2 Preferred Stock	⁽¹⁰⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	797,068	⁽⁷⁾⁽¹⁰⁾	I	See Footnote⁽¹⁾
Series A-2 Preferred Stock	⁽¹⁰⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	350,883	⁽⁷⁾⁽¹⁰⁾	I	See Footnote⁽²⁾
Series A-2 Preferred Stock	⁽¹⁰⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	429,885	⁽⁷⁾⁽¹⁰⁾	I	See Footnote⁽³⁾
Series A-2 Preferred Stock	⁽¹⁰⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	18,446	⁽⁷⁾⁽¹⁰⁾	I	See Footnote⁽⁴⁾
Series A-2 Preferred Stock	⁽¹⁰⁾	⁽⁷⁾	Class B common stock⁽⁸⁾	50,415	⁽⁷⁾⁽¹⁰⁾	I	See Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners VII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners (Cayman) VII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners (Delaware) VII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners VII (Co-Investors), L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Associates VII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Associates VII, Ltd.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners Coinvestment Fund II, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Associates Coinvestment II, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Explanation of Responses:

1. See Exhibit 99.1.

2. See Exhibit 99.1.

3. See Exhibit 99.1.

4. See Exhibit 99.1.

5. See Exhibit 99.1.

6. See Exhibit 99.1.

7. See Exhibit 99.1.

8. See Exhibit 99.1.

9. See Exhibit 99.1.

10. See Exhibit 99.1.

Remarks:

Exhibit List Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information

	Insight Holdings Group, LLC, By: /s/ Blair Flicker, Attorney-in-Fact	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.
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Insight Venture Partners VII Form 3Initial statement of insider ownership