4//SEC Filing
Long Max 4
Accession 0001415889-25-002042
CIK 0001366561other
Filed
Jan 23, 7:00 PM ET
Accepted
Jan 24, 5:46 PM ET
Size
14.0 KB
Accession
0001415889-25-002042
Insider Transaction Report
Form 4
SMARTSHEET INCSMAR
Long Max
President of Go-to-Market
Transactions
- Award
Performance Stock Unit (PSU) (Class A)
2025-01-22+117,743→ 117,743 totalExp: 2035-01-22→ Class A Common Stock (117,743 underlying) - Disposition to Issuer
Restricted Stock Units (RSU) (Class A)
2025-01-22−169,659→ 0 totalExp: 2034-03-08→ Class A Common Stock (169,659 underlying) - Disposition to Issuer
Performance Stock Unit (PSU) (Class A)
2025-01-22−117,743→ 0 totalExp: 2035-01-22→ Class A Common Stock (117,743 underlying)
Footnotes (9)
- [F1]Each RSU and each PSU represents a contingent right to receive one share of Common Stock for each RSU, and PSU, as applicable.
- [F2]The reporting person earned 117,743 PSUs upon the achievement of certain performance criteria as certified by the Compensation Committee of the issuer's Board of Directors.
- [F3]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.
- [F4]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.
- [F5]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").
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]The RSUs vest as to 25% of the total shares on March 15, 2025 and then 6.25% of the total shares vest quarterly thereafter, subject to continued service through each vesting date.
Documents
Issuer
SMARTSHEET INC
CIK 0001366561
Entity typeother
Related Parties
1- filerCIK 0002015143
Filing Metadata
- Form type
- 4
- Filed
- Jan 23, 7:00 PM ET
- Accepted
- Jan 24, 5:46 PM ET
- Size
- 14.0 KB