Madrona Venture Fund IV-A Form 4 SMARTSHEET / Venture Fund III L P Madrona 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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	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)

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

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
Series F Preferred Stock	(1)	05/01/2018		C			19,455	(1)	(1)	Class B Common Stock(2)	19,455	$0	0	I	By Madrona Venture Fund IV-A, L.P.(3)
Class B Common Stock(2)	(2)	05/01/2018		C		19,455		(2)	(2)	Class A Common Stock	19,455	$0	107,814	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. Each share of the issuer's Series F Preferred Stock automatically converted into 1 share of the issuer's Class B Common Stock on May 1, 2018 in connection with the closing of the issuer's sale of its Class A Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-223914) under the Securities Act of 1933, as amended, 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 or (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. These securities are held of record by Madrona Venture Fund IV-A, L.P. ("Madrona Fund IV-A"). Madrona Investment Partners IV, L.P. ("Madrona Partners IV") is the general partner of Madrona Fund 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-A. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ Troy Cichos Authorized Signatory on behalf of the Reporting Persons	05/01/2018
	** 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).
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.