Sec Form 4 Filing - MADER MARK PATRICK @ SMARTSHEET INC - 2025-01-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MADER MARK PATRICK 2. Issuer Name and Ticker or Trading Symbol SMARTSHEET INC [ SMAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O SMARTSHEET INC., 500 108TH AVENUE NE #200 3. Date of Earliest Transaction (MM/DD/YY) 01/22/2025 (Street) BELLEVUE, WA98004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 01/22/2025 D 619,515 D $ 56.5 ( 1 ) 0 D Class A Common Stock 01/22/2025 D 51,250 D $ 56.5 ( 1 ) 0 I By T49C Trust ( 2 ) Class A Common Stock 01/22/2025 D 40,000 D $ 56.5 ( 1 ) 0 I By L38 Trust ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy Class B Common Stock) $ 3.73 01/22/2025 D 703,875 ( 3 ) ( 4 ) 03/03/2027 Class B Common Stock ( 5 ) 703,875 $ 0 0 D Stock Option (right to buy Class B Common Stock) $ 9.53 01/22/2025 D 239,583 ( 3 ) ( 4 ) 03/05/2028 Class B Common Stock ( 5 ) 239,583 $ 0 0 D Stock Option (right to buy Class A Common Stock) $ 40.79 01/22/2025 D 127,272 ( 3 ) ( 4 ) 03/03/2029 Class A Common Stock 127,272 $ 0 0 D Stock Option (right to buy Class A Common Stock) $ 42.1 01/22/2025 D 113,801 ( 3 ) ( 4 ) 03/20/2030 Class A Common Stock 113,801 $ 0 0 D Stock Option (right to buy Class A Common Stock) $ 62.56 01/22/2025 D 86,106 ( 3 ) ( 6 ) ( 7 ) ( 8 ) 03/19/2031 Class A Common Stock 86,106 $ 0 0 D Stock Option (right to buy Class A Common Stock) $ 72.03 01/22/2025 D 88,563 ( 3 ) ( 6 ) ( 7 ) ( 9 ) 12/07/2031 Class A Common Stock 88,563 $ 0 0 D Stock Option (right to buy Class A Common Stock) $ 36.09 01/22/2025 D 84,155 ( 3 ) ( 6 ) ( 7 ) ( 10 ) 12/06/2032 Class A Common Stock 84,155 $ 0 0 D Performance Stock Unit (PSU) (Class A) ( 11 ) 01/22/2025 D 51,879 ( 12 ) ( 13 ) ( 14 ) ( 15 ) 12/11/2034 Class A Common Stock 51,879 $ 0 0 D Performance Stock Unit (PSU) (Class A) ( 11 ) 01/22/2025 A 67,994 ( 16 ) ( 17 ) 01/22/2035 Class A Common Stock 67,994 $ 0 67,994 D Performance Stock Unit (PSU) (Class A) ( 11 ) 01/22/2025 D 67,994 ( 12 ) ( 13 ) ( 14 ) ( 17 ) 01/22/2035 Class A Common Stock 67,994 $ 0 0 D Restricted Stock Units (RSU) (Class A) ( 11 ) 01/22/2025 D 4,337 ( 18 ) ( 19 ) ( 20 ) 03/19/2031 Class A Common Stock 4,337 $ 0 0 D Restricted Stock Units (RSU) (Class A) ( 11 ) 01/22/2025 D 17,944 ( 18 ) ( 19 ) ( 21 ) 12/07/2031 Class A Common Stock 17,944 $ 0 0 D Restricted Stock Units (RSU) (Class A) ( 11 ) 01/22/2025 D 44,342 ( 18 ) ( 19 ) ( 22 ) 12/06/2032 Class A Common Stock 44,342 $ 0 0 D Restricted Stock Units (RSU) (Class A) ( 11 ) 01/22/2025 D 65,317 ( 18 ) ( 19 ) ( 23 ) 12/12/2033 Class A Common Stock 65,317 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MADER MARK PATRICK C/O SMARTSHEET INC. 500 108TH AVENUE NE #200 BELLEVUE, WA98004 X President & CEO Signatures /s/ Jolene Marshall as attorney-in-fact for Mark Mader 01/24/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"), in exchange for 307,334 shares of the Company's Class A common stock, no par value per share ("Common Stock"), the reporting person received 17,364,371 Class A-2 Units of Einstein Management Aggregator, L.P. Each remaining share of Common Stock held by the reporting person 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"). ( 2 )These securities are held of record by Douglas Porter, Trustee of the T49C Trust and L38 Trust, trusts for the benefit of the reporting person's child. The reporting person disclaims beneficial ownership over such securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 3 )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. ( 4 )The options are fully vested. ( 5 )Each share of the issuer's Class B Common Stock will convert into 1 share of the issuer's Class A Common Stock (a) at the option of the holder or (b) automatically upon (i) any transfer which occurs after the closing of the issuer's initial public offering ("IPO"), except for certain permitted transfers, and (ii) the date that is the earliest of (x) the date specified by a vote of the holders of not less than a majority of the outstanding shares of Class B Common Stock, (y) seven years from the effective date of the IPO and (z) the date that the total number of shares of outstanding Class B Common Stock ceases to represent at least 15% of all outstanding shares of the issuer's common stock, and has no expiration date. ( 6 )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. ( 7 )If the exercise price per share of Common Stock of such Unvested Option was equal to or greater than the Merger Consideration, such Unvested Option was canceled as of the Effective Time without any cash payment or other consideration being made in respect thereof. ( 8 )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, subject to continued service through each vesting date. ( 9 )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. ( 10 )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. ( 11 )Each RSU and each PSU represents a contingent right to receive one share of Common Stock for each RSU, and PSU, as applicable. ( 12 )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. ( 13 )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"). ( 14 )The Unvested PSU Consideration will vest and become payable on substant ially the same terms and conditions that applied to the PSU immediately prior to the Effective Time. ( 15 )The reporting person earned 103,758 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. ( 16 )The reporting person earned 67,994 PSUs upon the achievement of certain performance criteria as certified by the Compensation Committee. ( 17 )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. ( 18 )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. ( 19 )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. ( 20 )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. ( 21 )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. ( 22 )The RSUs vested 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. ( 23 )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.

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