Arntz Michael Form 4 SMARTSHEET / Michael Arntz 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^*

Arntz Michael

(Last) (First) (Middle)

C/O SMARTSHEET INC.

10500 NE 8TH ST., SUITE 1300

(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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2021

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	02/12/2021		M		8,000	A	$2.72	16,042	D
Class A Common Stock	02/12/2021		S(1)		8,000	D	$84.8095(2)	8,042	D
Class A Common Stock	02/12/2021		M		1,176	A	(3)	9,218	D
Class A Common Stock	02/12/2021		M		11,153	A	(3)	20,371	D
Class A Common Stock	02/12/2021		F		4,852(4)	D	$84.41	15,519	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
Stock Option (right to buy Class A Common Stock)	$2.72	02/12/2021		M			8,000	(5)	10/27/2026	Class A Common Stock	8,000	$0	321,000	D
Restricted Stock Units (RSU) (Class A)	(3)	02/12/2021		M			1,176	(6)	03/28/2029	Class A Common Stock	1,176	$0	9,411	D
Restricted Stock Units (RSU) (Class A)	(3)	02/12/2021		M			11,153	(7)	03/19/2030	Class A Common Stock	11,153	$0	33,461	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.755 to $84.90 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

4. 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.

5. The option is fully vested and exercisable.

6. The RSUs vested as to 25% of the total shares on February 15, 2020 and then 6.25% of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

7. The RSUs vested as to 25% of the total shares on February 12, 2021 and then 6.25% of the total shares vest quarterly thereafter, subject to continued service through each vesting date.

Remarks:

	/s/ Paul Porrini as attorney-in-fact for Michael Arntz	02/17/2021
	** 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).
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