Katie J. Rooney - Jan 22, 2025 Form 4 Insider Report for SMARTSHEET INC (SMAR)

Role
Director
Signature
/s/ Jolene Marshall as attorney-in-fact for Katie Rooney
Stock symbol
SMAR
Transactions as of
Jan 22, 2025
Transactions value $
$0
Form type
4
Date filed
1/24/2025, 06:19 PM
Previous filing
Jul 10, 2024
Next filing
Feb 4, 2025

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SMAR Restricted Stock Units (RSU) (Class A) Disposed to Issuer $0 -7.98K -100% $0.00 0 Jan 22, 2025 Class A Common Stock 7.98K Direct F1, F2, F3, F4
transaction SMAR Restricted Stock Units (RSU) (Class A) Disposed to Issuer $0 -1.22K -100% $0.00 0 Jan 22, 2025 Class A Common Stock 1.22K Direct F1, F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Katie J. Rooney is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
F2 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.
F3 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.
F4 The RSU vests as to 1/3 of the total shares on each of March 21, 2025, March 21, 2026, and March 21, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.
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.