Michael P. Gregoire - 22 Jan 2025 Form 4 Insider Report for SMARTSHEET INC

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 22 Jan 2025
Net transaction value: -$1,404,816
SEC form: 4
Accepted by SEC: 24 Jan 2025, 17:56:45 UTC
Prior SEC filing: 18 Jun 2024
Next SEC filing: 16 May 2025
Source filing: View source filing
Reporting owner signature: /s/ Jolene Marshall as attorney-in-fact for Michael Gregoire

Key filing fact

Michael P. Gregoire filed Form 4 for SMARTSHEET INC on 24 Jan 2025.

Key facts

This page summarizes Michael P. Gregoire's Form 4 filing for SMARTSHEET INC.
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 24 Jan 2025, 17:56.

Change

Previous filing in this sequence was filed on 18 Jun 2024.
Current net transaction value: -$1,404,816.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SMAR transaction

Class A Common Stock

Disposed to Issuer

Transaction value: $1,404,816
Shares: -24,864
Change %: -100%
Price: $56.50
Shares after: 0
Date: 22 Jan 2025
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SMAR transaction Derivative

Restricted Stock Units (RSU) (Class A)

Disposed to Issuer

Transaction value: $0
Shares: -4,864
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 22 Jan 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 4,864
Exercise price
Footnotes: F2, F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Michael P. Gregoire is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

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

Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

Footnote F3

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 F4

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 F5

The RSUs shall fully vest on the earlier of (a) the date of the 2025 annual meeting of the issuer's shareholders and (b) June 18, 2025, subject to continued service through the vesting date