Insight Venture Associates VII Form 4/A Change in insider ownership (amended)

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^*

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. Issuer Name and Ticker or Trading Symbol
SMARTSHEET INC [ SMAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/03/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series F Preferred Stock	⁽¹⁾	05/01/2018		C			1,748,797	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,748,797	$0	0⁽³⁾	I	See Footnote⁽⁴⁾
Series F Preferred Stock	⁽¹⁾	05/01/2018		C			769,857	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	769,857	$0	0⁽³⁾	I	See Footnote⁽⁵⁾
Series F Preferred Stock	⁽¹⁾	05/01/2018		C			943,187	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	943,187	$0	0⁽³⁾	I	See Footnote⁽⁶⁾
Series F Preferred Stock	⁽¹⁾	05/01/2018		C			40,477	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	40,477	$0	0⁽³⁾	I	See Footnote⁽⁷⁾
Series F Preferred Stock	⁽¹⁾	05/01/2018		C			110,616	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	110,616	$0	0⁽³⁾	I	See Footnote⁽⁸⁾
Class B Common Stock	⁽²⁾	05/01/2018		C		1,748,797		⁽²⁾	⁽²⁾	Class A Common Stock	1,748,797	$0	13,906,902⁽³⁾⁽⁹⁾	I	See Footnote⁽⁴⁾
Class B Common Stock	⁽²⁾	05/01/2018		C		769,857		⁽²⁾	⁽²⁾	Class A Common Stock	769,857	$0	6,122,102⁽³⁾⁽⁹⁾	I	See Footnote⁽⁵⁾
Class B Common Stock	⁽²⁾	05/01/2018		C		943,187		⁽²⁾	⁽²⁾	Class A Common Stock	943,187	$0	7,500,479⁽³⁾⁽⁹⁾	I	See Footnote⁽⁶⁾
Class B Common Stock	⁽²⁾	05/01/2018		C		40,477		⁽²⁾	⁽²⁾	Class A Common Stock	40,477	$0	321,875⁽³⁾⁽⁹⁾	I	See Footnote⁽⁷⁾
Class B Common Stock	⁽²⁾	05/01/2018		C		110,616		⁽²⁾	⁽²⁾	Class A Common Stock	110,616	$0	879,649⁽³⁾⁽⁹⁾	I	See Footnote⁽⁸⁾

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. The Series F Preferred Stock converted into Class B common stock of the issuer on a one-for-one basis and had no expiration date.

2. Each share of the issuer's Class B common stock will convert into 1 share of the issuer's Class A common stock (a) at the option of the holder and (b) automatically upon (i) any transfer which occurs after the closing of the issuer's IPO, except for certain permitted transfers, or (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less than a majority of the outstanding shares of Class B common stock, (y) seven years from the effective date of the IPO and (z) the date that the total number of shares of outstanding Class B common stock ceases to represent at least 15% of all outstanding shares of the issuer's common stock, and has no expiration date.

3. This amended report is the fifth of five filings made on this 3rd day of July, 2018, to amend a report for transactions that occurred on May 1, 2018. See footnote 10 for a further discussion of such amended report. The amounts reflected in this column (9) are inclusive of the number of derivative securities beneficially owned following the transactions reported across all five filings.

4. Held directly by Insight Venture Partners VII, L.P.

5. Held directly by Insight Venture Partners (Cayman) VII, L.P.

6. Held directly by Insight Venture Partners Coinvestment Fund II, L.P.

7. Held directly by Insight Venture Partners VII (Co-Investors), L.P.

8. Held directly by Insight Venture Partners (Delaware) VII, L.P.

9. On May 3, 2018, the Reporting Persons filed a Form 4 that incorrectly stated in column 9 the number of Class B Common Stock beneficially owned following the reported transactions.

Remarks:

Exhibit List Exhibit 99.1 - Joint Filer Information Exhibit 99.2 - Joint Filers' Signatures

	/s/ Insight Holding Group, LLC, by Blair Flicker, its Authorized Signatory	07/03/2018
	** 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 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).
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Insight Venture Associates VII Form 4/AChange in insider ownership (amended)