| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SMARTSHEET INC [ SMAR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/22/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/22/2025 | D | 59,040 | D | $56.5(1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $60.42 | 01/22/2025 | D | 80,115(2) | (3) | 12/03/2030 | Class A Common Stock | 80,115 | $0 | 0 | D | ||||
| Stock Option (right to buy Class A Common Stock) | $72.03 | 01/22/2025 | D | 34,792(2)(4) | (5) | 12/07/2031 | Class A Common Stock | 34,792 | $0 | 0 | D | ||||
| Stock Option (right to buy Class A Common Stock) | $36.09 | 01/22/2025 | D | 33,044(2)(4) | (6) | 12/06/2032 | Class A Common Stock | 33,044 | $0 | 0 | D | ||||
| Performance Stock Unit (PSU) (Class A) | (7) | 01/22/2025 | D | 10,877(8)(9)(10) | (11) | 12/11/2034 | Class A Common Stock | 10,877 | $0 | 0 | D | ||||
| Performance Stock Unit (PSU) (Class A) | (7) | 01/22/2025 | A | 15,998(12) | (13) | 01/22/2035 | Class A Common Stock | 15,998 | $0 | 15,998 | D | ||||
| Performance Stock Unit (PSU) (Class A) | (7) | 01/22/2025 | D | 15,998(8)(9)(10) | (13) | 01/22/2035 | Class A Common Stock | 15,998 | $0 | 0 | D | ||||
| Restricted Stock Units (RSU) (Class A) | (7) | 01/22/2025 | D | 7,050(14)(15) | (16) | 12/07/2031 | Class A Common Stock | 7,050 | $0 | 0 | D | ||||
| Restricted Stock Units (RSU) (Class A) | (7) | 01/22/2025 | D | 27,893(14)(15) | (17) | 12/06/2032 | Class A Common Stock | 27,893 | $0 | 0 | D | ||||
| Restricted Stock Units (RSU) (Class A) | (7) | 01/22/2025 | D | 46,107(14)(15) | (18) | 12/12/2033 | Class A Common Stock | 46,107 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were disposed of pursuant to the Agreement and Plan of Merger, dated September 24, 2024 (the "Merger Agreement"), by and among Smartsheet Inc. (the "Company"), Einstein Parent, Inc. ("Parent"), and Einstein Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), in exchange for 4,606 shares of the Company's Class A common stock, no par value per share ("Common Stock"), the reporting person received 260,239 Class A-2 Units of Einstein Management Aggregator, L.P. Each remaining share of Common Stock held by the reporting person was canceled and automatically converted into the right to receive $56.50 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"). |
| 2. Pursuant to the Merger Agreement, at the Effective Time, each option that was vested in accordance with its terms and outstanding as of immediately prior to the Effective Time (each, a "Vested Option") was canceled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the excess, if any, of (A) the Merger Consideration over (B) the per share exercise price for such Vested Option, by (ii) the total number of shares of Common Stock underlying such Vested Option, subject to any required withholding of taxes. If the exercise price per share of Common Stock of such Vested Option was equal to or greater than the Merger Consideration, such Vested Option was canceled as of the Effective Time without any cash payment or other consideration being made in respect thereof. |
| 3. The options are fully vested. |
| 4. Pursuant to the Merger Agreement, at the Effective Time, each option that was outstanding as of immediately prior to the Effective Time and that was not a Vested Option (each, an "Unvested Option") was canceled and automatically converted into the contingent right to receive an aggregate amount in cash equal to the product obtained by multiplying (i) the excess, if any, of (A) the Merger Consideration over (B) the per share exercise price for such Unvested Option, by (ii) the total number of shares of Common Stock underlying such Unvested Option (the "Unvested Option Consideration"), subject to any required withholding of taxes. The Unvested Option Consideration will vest and become payable on substantially the same terms and conditions that applied to the Unvested Option immediately prior to the Effective Time. |
| 5. The option vests 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. |
| 6. The options 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. |
| 7. Each RSU and each PSU represents a contingent right to receive one share of Common Stock for each RSU, and PSU, as applicable. |
| 8. Pursuant to the Merger Agreement, at the Effective Time, each RSU that vested on the basis of, in whole or in part, performance (each, a "PSU"), that was outstanding as of immediately prior to the Effective Time and was vested in accordance with its terms but not yet settled as of the Effective Time (each, a "Vested PSU") was canceled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the total number of shares of Common Stock underlying such Vested PSU by (ii) the Merger Consideration, subject to any required withholding of taxes. |
| 9. Pursuant to the Merger Agreement, at the Effective Time, each PSU that was outstanding immediately prior to the Effective Time, for which the applicable performance metrics had been achieved as of such time, that was not a Vested PSU (each, an "Achieved Unvested PSU") was canceled and automatically converted into the contingent right to receive an aggregate amount in cash, without interest, equal to the product obtained by multiplying (i) the total number of shares of Common Stock underlying the Achieved Unvested PSU (calculated based on achievement of the performance conditions as determined by the Company immediately prior to the Effective Time in accordance with the terms of the applicable PSU award agreement), by (ii) the Merger Consideration, subject to any required withholding of taxes (the "Unvested PSU Consideration"). |
| 10. The Unvested PSU Consideration will vest and become payable on substantially the same terms and conditions that applied to the PSU immediately prior to the Effective Time. |
| 11. The reporting person earned 21,755 PSUs upon the achievement of certain performance criteria as certified by the Compensation Committee of the issuer's Board of Directors ("Compensation Committee") on December 11, 2024. The PSUs vested as to 50% upon certification by the Compensation Committee, and then 12.5% of the total PSUs shall vest quarterly thereafter, subject to continued service through each vesting date. |
| 12. The reporting person earned 15,998 PSUs upon the achievement of certain performance criteria as certified by the Compensation Committee. |
| 13. The PSUs vested as to 55.8% of the total award at the Effective Time, and then 44.2% of the total PSUs shall vest in four substantially equal increments quarterly thereafter, subject to continued service through each vesting date. |
| 14. Pursuant to the Merger Agreement, at the Effective Time, each RSU that vested solely on the basis of time that was outstanding as of immediately prior to the Effective Time and was either (i) held by a non-employee member of the Board of Directors (whether vested or unvested) or (ii) vested in accordance with its terms but not yet settled as of the Effective Time (each, a "Vested RSU") was canceled and converted into the right to receive an amount in cash obtained by multiplying (A) the total number of shares of Common Stock underlying such Vested RSU, by (B) the Merger Consideration, subject to any required withholding of taxes. |
| 15. Pursuant to the Merger Agreement, at the Effective Time, each RSU that was outstanding as of immediately prior to the Effective Time and that was not a Vested RSU (each, an "Unvested RSU") was canceled and automatically converted into the contingent right to receive an aggregate amount in cash equal to the product obtained by multiplying (i) the total number of shares of Common Stock underlying such Unvested RSU, by (ii) the Merger Consideration (the "Unvested RSU Consideration"), subject to any required withholding of taxes. The Unvested RSU Consideration will vest and become payable on substantially the same terms and conditions that applied to the Unvested RSU immediately prior to the Effective Time. |
| 16. 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. |
| 17. 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. |
| 18. The RSUs vest as to 33.3% of the total shares on November 15, 2024, and then 8.33% of the total shares shall vest quarterly thereafter, subject to continued service through each vesting date. |
| /s/ Jolene Marshall as attorney-in-fact for Pete Godbole | 01/24/2025 | |
| ** 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. | ||
