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Form 4 SMARTSHEET INC For: Aug 15 Filed by: MADER MARK PATRICK

August 17, 2022 7:00 PM EDT
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 *
MADER MARK PATRICK
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2022
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 08/15/2022   M   3,703 A (1) 476,181 (2) D  
Class A Common Stock 08/15/2022   M   5,530 A (1) 481,711 D  
Class A Common Stock 08/15/2022   M   4,337 A (1) 486,048 D  
Class A Common Stock 08/15/2022   F   5,342 (3) D $ 38 480,706 D  
Class A Common Stock               51,250 I By T77A Trust (4)
Class A Common Stock               51,250 I By T49C Trust (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (RSU) (Class A) (1) 08/15/2022   M     3,703   (5) 03/28/2029 Class A Common Stock 3,703.00 $ 0 5,958 D  
Restricted Stock Units (RSU) (Class A) (1) 08/15/2022   M     5,530   (6) 03/19/2030 Class A Common Stock 5,530.00 $ 0 33,189 D  
Restricted Stock Units (RSU) (Class A) (1) 08/15/2022   M     4,337   (7) 03/19/2031 Class A Common Stock 4,337.00 $ 0 42,810 D  
Explanation of Responses:
1. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
2. Includes 327 shares of Class A Common Stock acquired pursuant to the issuer's employee stock purchase plan on June 30, 2022.
3. 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.
4. These securities are held of record by Douglas Porter, Trustee of each of the T77A Trust and the T49C Trust, trusts for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership over such securities, 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.
5. 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.
6. The RSUs vested as to 25% of the total shares on February 15, 2021, 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 15, 2022, 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 Mark Mader 08/17/2022
** 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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