4//SEC Filing
WHITE JAMES N 4
Accession 0001415889-25-002075
CIK 0001366561other
Filed
Jan 23, 7:00 PM ET
Accepted
Jan 24, 6:49 PM ET
Size
9.8 KB
Accession
0001415889-25-002075
Insider Transaction Report
Form 4
SMARTSHEET INCSMAR
WHITE JAMES N
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2025-01-22$56.50/sh−176,791$9,988,692→ 0 total(indirect: By Trust) - Disposition to Issuer
Class A Common Stock
2025-01-22$56.50/sh−33,930$1,917,045→ 0 total
Footnotes (6)
- [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").
- [F2]Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
- [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.
- [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.
- [F5]Represents 4,864 RSUs and 29,006 shares of Class A Common Stock. 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. Each RSU represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.
- [F6]The reporting person shares pecuniary interest in these shares with other parties pursuant to contractual relationships. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares.
Documents
Issuer
SMARTSHEET INC
CIK 0001366561
Entity typeother
Related Parties
1- filerCIK 0001201720
Filing Metadata
- Form type
- 4
- Filed
- Jan 23, 7:00 PM ET
- Accepted
- Jan 24, 6:49 PM ET
- Size
- 9.8 KB