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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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Long Max
(Last) (First) (Middle)
C/O SMARTSHEET INC.
500 108TH AVENUE NE #200
(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)
President of Go-to-Market
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2025
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
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
Performance Stock Unit (PSU) (Class A) (1) 01/22/2025 A 117,743(2) (3) 01/22/2035 Class A Common Stock 117,743 $0 117,743 D
Performance Stock Unit (PSU) (Class A) (1) 01/22/2025 D 117,743(4)(5)(6) (3) 01/22/2035 Class A Common Stock 117,743 $0 0 D
Restricted Stock Units (RSU) (Class A) (1) 01/22/2025 D 169,659(7)(8) (9) 03/08/2034 Class A Common Stock 169,659 $0 0 D
Explanation of Responses:
1. Each RSU and each PSU represents a contingent right to receive one share of Common Stock for each RSU, and PSU, as applicable.
2. The reporting person earned 117,743 PSUs upon the achievement of certain performance criteria as certified by the Compensation Committee of the issuer's Board of Directors.
3. 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.
4. 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.
5. 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").
6. 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.
7. 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.
8. 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.
9. The RSUs vest as to 25% of the total shares on March 15, 2025 and then 6.25% of the total shares vest quarterly thereafter, subject to continued service through each vesting date.
/s/ Jolene Marshall as attorney-in-fact for Max Long 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.
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