Form 4: Smartsheet CEO Mark Mader Disposes of Shares and Options Following Merger
SEC Form 4
Smartsheet CEO Mark Mader disposed of shares and options as part of the company's merger with Einstein Parent, Inc., receiving cash and contingent rights in exchange.
Summary
- Mark Mader, CEO of Smartsheet Inc., has reported the disposal of his shares and options in the company following its merger with Einstein Parent, Inc.
- The merger, effective January 22, 2025, resulted in Smartsheet becoming a wholly-owned subsidiary of Einstein Parent, Inc.
- Mader's shares were converted into the right to receive $56.50 per share in cash, and he also received Class A-2 Units of Einstein Management Aggregator, L.P.
- Vested stock options were converted into the right to receive cash based on the difference between the merger price and the exercise price.
- Unvested stock options, PSUs, and RSUs were converted into contingent rights to receive cash, vesting on the same schedule as the original awards.
- The reporting person also disposed of shares held in trust for the benefit of his child.
Sentiment
Score: 7
Explanation: The document is a standard SEC filing detailing the completion of a merger. It is neutral in tone, but the merger itself is a significant event for the company and its shareholders.
Risks
- The document does not explicitly mention any risks, but the merger means that Smartsheet is no longer a publicly traded company.
Future Outlook
The document does not contain any forward-looking statements, as it primarily reports on the completion of the merger.
Industry Context
This filing reflects the completion of the acquisition of Smartsheet by Einstein Parent, Inc., which is part of the ongoing trend of consolidation in the software industry.
Comparison to Industry Standards
- The merger consideration of $56.50 per share is a specific value related to this transaction and not directly comparable to industry benchmarks.
- The conversion of stock options and equity awards into cash or contingent cash rights is a standard practice in mergers and acquisitions.
- The vesting schedules for options, PSUs, and RSUs are typical for executive compensation packages in the tech industry.
Stakeholder Impact
- Shareholders received $56.50 per share in cash for their Smartsheet stock.
- Employees with stock options, PSUs, and RSUs received cash or contingent cash rights based on the merger agreement.
Key Dates
| Date | Description |
|---|---|
| 09/24/2024 | Date of the Merger Agreement between Smartsheet Inc., Einstein Parent, Inc., and Einstein Merger Sub, Inc. |
| 12/11/2024 | Date the Compensation Committee certified the achievement of certain performance criteria for 103,758 PSUs. |
| 01/22/2025 | Effective date of the merger and the date of the reported transactions. |
| 01/24/2025 | Date the Form 4 was signed. |
| 03/03/2027 | Expiration date of some stock options. |
| 03/05/2028 | Expiration date of some stock options. |
| 03/03/2029 | Expiration date of some stock options. |
| 03/20/2030 | Expiration date of some stock options. |
| 03/19/2031 | Expiration date of some stock options and RSUs. |
| 12/07/2031 | Expiration date of some stock options and RSUs. |
| 12/06/2032 | Expiration date of some stock options and RSUs. |
| 12/12/2033 | Expiration date of some RSUs. |
| 12/11/2034 | Expiration date of some PSUs. |
| 01/22/2035 | Expiration date of some PSUs. |
Keywords
merger, Smartsheet, Mark Mader, stock options, shares, Einstein Parent, PSU, RSU, acquisition
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