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As Of Filer Filing For·On·As Docs:Size Issuer 2/14/19 Smartsheet Inc SC 13G 1:56K Smartsheet Inc |
Document/Exhibit Description Pages Size 1: SC 13G Statement of Beneficial Ownership HTML 32K
FreiSchedule13G |
CUSIP No. 361008105 | 13G | Page 2 of 5 Pages |
1 | NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. | ||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 7,184,041 (1)(2) | |
6 | SHARED VOTING POWER 0 | ||
7 | SOLE DISPOSITIVE POWER 7,184,041 (1)(2) | ||
8 | SHARED
DISPOSITIVE POWER 0 | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,184,041 (1)(2) | ||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.3% (2)(3)(4) | ||
12 | TYPE
OF REPORTING PERSON IN |
(1) | Consists of (i) 372,814 shares of Class A common stock of Smartsheet Inc. (the “Company”) held of record by Brent R. Frei, (ii) 6,286,227 shares of Class B common stock held of record by Mr. Frei, (iii) an option representing the right to purchase 25,000 shares of Class B common stock that are exercisable within 60 days of December 31, 2018, and (iv) 100,000 shares of Class B common stock held of record by each of the CC GRAT of 2017, the Frei
GRAT of 2017, the KF GRAT of 2017, the MF GRAT of 2017 and the SD GRAT of 2017 (together, the “Trusts”), of which Mr. Frei is the Trustee. |
(2) | Each share of Class B common stock is convertible at any time into one share of Class A common stock. |
(3) | Based on a quotient obtained by dividing (a) the aggregate number of shares of Class A common stock, Class B common stock and options
exercisable within 60 days for Class B common stock beneficially owned by Mr. Frei as set forth in row 9 by (b) the sum of (i) 43,504,396 shares of Class A common stock outstanding as of December 31, 2018, and (ii) 6,811,227 shares of Class B common stock beneficially owned by Mr. Frei (which number includes the shares of Class B common stock held by the Trusts and options exercisable within 60 days for Class B common stock). The aggregate number of shares of Class B common stock beneficially owned by Mr. Frei as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of Mr. Frei. |
(4) | Each
share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to 10 votes. There were 60,966,206 shares of Class B common stock outstanding as of December 31, 2018, including the 6,786,227 shares beneficially owned by Mr. Frei as set forth in Footnote “(3)” above. The percentage does not reflect the 10-for-1 voting power of the Class B common stock because those shares are treated as converted into Class A common stock for the purposes of this report. |
CUSIP
No. 83200N193 | 13G | Page 3 of 5 Pages |
Item 1(a) | Name of Issuer: Smartsheet Inc. |
Item 1(b) |
Item 2(a) | Name of Person Filing: |
Item 2(b) |
Item 2(c) | Citizenship: (i) U.S. |
Item 2(d) | Title of Class of
Securities: Class A Common Stock, no par value per share |
Item 2(e) |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Item 4. | Ownership: |
CUSIP
No. 83200N193 | 13G | Page 4 of 5 Pages |
(1) | Consists of (i) 372,814 shares of Class A common stock of Smartsheet Inc. (the “Company”) held of record by Brent R. Frei, (ii) 6,286,227 shares of Class B common stock held of record by Mr. Frei, (iii) an option representing the right to purchase 25,000 shares of Class B common stock that are exercisable
within 60 days of December 31, 2018, and (iv) 100,000 shares of Class B common stock held of record by each of the CC GRAT of 2017, the Frei GRAT of 2017, the KF GRAT of 2017, the MF GRAT of 2017 and the SD GRAT of 2017 (together, the “Trusts”), of which Mr. Frei is the Trustee. |
(2) | Each share of Class B common stock is convertible at any time into one share of Class A common stock. |
(3) | Based
on a quotient obtained by dividing (a) the aggregate number of shares of Class A common stock, Class B common stock and options exercisable within 60 days for Class B common stock beneficially owned by Mr. Frei as set forth in row 9 by (b) the sum of (i) 43,504,396 shares of Class A common stock outstanding as of December 31, 2018, and (ii) 6,811,227 shares of Class B common stock beneficially owned by Mr. Frei (which number includes the shares of Class B common stock held by the Trusts and options exercisable within 60 days for Class B common stock). The aggregate number of shares of Class B common stock beneficially owned by Mr. Frei as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of Mr. Frei. |
(4) | Each
share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to 10 votes. There were 60,966,206 shares of Class B common stock outstanding as of December 31, 2018, including the 6,786,227 shares beneficially owned by Mr. Frei as set forth in Footnote “(3)” above. The percentage does not reflect the 10-for-1 voting power of the Class B common stock because those shares are treated as converted into Class A common stock for the purposes of this report. |
Item 5. | Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner or more than five percent of the class of securities, check the following box: □ |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: Not applicable. |
Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Item 8. | Identification and Classification of Members of the Group: |
Item 9. | Notice of Dissolution of Group: |
Item 10. | Certifications: |
CUSIP
No. 83200N193 | 13G | Page 5 of 5 Pages |
This ‘SC 13G’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/14/19 | 4, SC 13G/A | ||
12/31/18 | 4 | |||
List all Filings |