Jolene Lau Marshall - 22 Jan 2025 Form 4 Insider Report for SMARTSHEET INC

Footnote 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"), each share of the Company's Class A common stock, no par value per share ("Common Stock"), 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").

Footnote F2

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.

Footnote F3

The options are fully vested.

Footnote F4

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.

Footnote F5

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, with 100% of the total shares vested and exercisable on February 15, 2025, subject to continued service through each vesting date.

Footnote F6

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.

Footnote F7

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.

Footnote F8

Each RSU and each PSU represents a contingent right to receive one share of Common Stock for each RSU, and PSU, as applicable.

Footnote F9

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.

Footnote F10

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").

Footnote F11

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.

Footnote F12

The reporting person earned 10,041 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.

Footnote F13

The reporting person earned 9,999 PSUs upon the achievement of certain performance criteria as certified by the Compensation Committee.

Footnote F14

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.

Footnote F15

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.

Footnote F16

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.

Footnote F17

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.

Footnote F18

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.

Footnote F19

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.

Footnote F20

. 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.