MADER MARK PATRICK 4

Accession 0001415889-25-002038

CIK 0001366561other

View on SEC.gov Company Profile

Filed

Jan 23, 7:00 PM ET

Accepted

Jan 24, 5:43 PM ET

Size

49.5 KB

Accession

0001415889-25-002038

Insider Transaction Report

Form 4

Period: 2025-01-22

SMARTSHEET INCSMAR

MADER MARK PATRICK

DirectorPresident & CEO

Transactions

Disposition to Issuer
Class A Common Stock
2025-01-22$56.50/sh−40,000$2,260,000→ 0 total(indirect: By Trust)
Disposition to Issuer
Stock Option (right to buy Class B Common Stock)
2025-01-22−703,875→ 0 total
Exercise: $3.73Exp: 2027-03-03→ Class B Common Stock (703,875 underlying)
Disposition to Issuer
Stock Option (right to buy Class B Common Stock)
2025-01-22−239,583→ 0 total
Exercise: $9.53Exp: 2028-03-05→ Class B Common Stock (239,583 underlying)
Disposition to Issuer
Stock Option (right to buy Class A Common Stock)
2025-01-22−113,801→ 0 total
Exercise: $42.10Exp: 2030-03-20→ Class A Common Stock (113,801 underlying)
Disposition to Issuer
Stock Option (right to buy Class A Common Stock)
2025-01-22−84,155→ 0 total
Exercise: $36.09Exp: 2032-12-06→ Class A Common Stock (84,155 underlying)
Award
Performance Stock Unit (PSU) (Class A)
2025-01-22+67,994→ 67,994 total
Exp: 2035-01-22→ Class A Common Stock (67,994 underlying)
Disposition to Issuer
Class A Common Stock
2025-01-22$56.50/sh−619,515$35,002,598→ 0 total
Disposition to Issuer
Stock Option (right to buy Class A Common Stock)
2025-01-22−86,106→ 0 total
Exercise: $62.56Exp: 2031-03-19→ Class A Common Stock (86,106 underlying)
Disposition to Issuer
Performance Stock Unit (PSU) (Class A)
2025-01-22−51,879→ 0 total
Exp: 2034-12-11→ Class A Common Stock (51,879 underlying)
Disposition to Issuer
Performance Stock Unit (PSU) (Class A)
2025-01-22−67,994→ 0 total
Exp: 2035-01-22→ Class A Common Stock (67,994 underlying)
Disposition to Issuer
Restricted Stock Units (RSU) (Class A)
2025-01-22−17,944→ 0 total
Exp: 2031-12-07→ Class A Common Stock (17,944 underlying)
Disposition to Issuer
Class A Common Stock
2025-01-22$56.50/sh−51,250$2,895,625→ 0 total(indirect: By Trust)
Disposition to Issuer
Stock Option (right to buy Class A Common Stock)
2025-01-22−127,272→ 0 total
Exercise: $40.79Exp: 2029-03-03→ Class A Common Stock (127,272 underlying)
Disposition to Issuer
Stock Option (right to buy Class A Common Stock)
2025-01-22−88,563→ 0 total
Exercise: $72.03Exp: 2031-12-07→ Class A Common Stock (88,563 underlying)
Disposition to Issuer
Restricted Stock Units (RSU) (Class A)
2025-01-22−44,342→ 0 total
Exp: 2032-12-06→ Class A Common Stock (44,342 underlying)
Disposition to Issuer
Restricted Stock Units (RSU) (Class A)
2025-01-22−65,317→ 0 total
Exp: 2033-12-12→ Class A Common Stock (65,317 underlying)
Disposition to Issuer
Restricted Stock Units (RSU) (Class A)
2025-01-22−4,337→ 0 total
Exp: 2031-03-19→ Class A Common Stock (4,337 underlying)

Footnotes (23)

[F1]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 307,334 shares of the Company's Class A common stock, no par value per share ("Common Stock"), the reporting person received 17,364,371 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").
[F10]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.
[F11]Each RSU and each PSU represents a contingent right to receive one share of Common Stock for each RSU, and PSU, as applicable.
[F12]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.
[F13]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").
[F14]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.
[F15]The reporting person earned 103,758 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.
[F16]The reporting person earned 67,994 PSUs upon the achievement of certain performance criteria as certified by the Compensation Committee.
[F17]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.
[F18]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.
[F19]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.
[F2]These securities are held of record by Douglas Porter, Trustee of the T49C Trust and L38 Trust, trusts for the benefit of the reporting person's child. 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.
[F20]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.
[F21]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.
[F22]The RSUs vested 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.
[F23]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.
[F3]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.
[F4]The options are fully vested.
[F5]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 initial public offering ("IPO"), except for certain permitted transfers, and (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.
[F6]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.
[F7]If the exercise price per share of Common Stock of such Unvested Option was equal to or greater than the Merger Consideration, such Unvested Option was canceled as of the Effective Time without any cash payment or other consideration being made in respect thereof.
[F8]The option vests 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.
[F9]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.

Documents

1 file

4
form4-01242025_100126.xmlPrimary

Issuer

SMARTSHEET INC

CIK 0001366561

→

Entity typeother

Related Parties

filerCIK 0001200925

Filing Metadata

Form type: 4
Filed: Jan 23, 7:00 PM ET
Accepted: Jan 24, 5:43 PM ET
Size: 49.5 KB

View on SEC.gov