Form 4: Smartsheet CFO Pete Godbole Disposes of Shares and Options Following Merger

Following the merger of Smartsheet Inc. with Einstein Parent, Inc., CFO Pete Godbole disposed of shares, stock options, and restricted stock units, receiving cash consideration and contingent rights to future payments.

Summary

• Pete Godbole, the Chief Financial Officer of Smartsheet Inc., has reported the disposal of his shares and various equity awards following the company's merger with Einstein Parent, Inc.
• The merger, effective January 22, 2025, resulted in the cancellation of Godbole's Smartsheet Class A common stock, which was converted into the right to receive $56.50 per share in cash.
• Vested stock options were canceled and converted into the right to receive cash based on the difference between the merger consideration and the exercise price.
• Unvested stock options were converted into the contingent right to receive cash, vesting on the same schedule as the original options.
• Performance stock units (PSUs) that had met performance criteria were converted into the right to receive cash, with unvested PSUs converted into contingent rights to future cash payments.
• Restricted stock units (RSUs) were also converted into cash, with vested RSUs receiving immediate payment and unvested RSUs converted into contingent rights to future cash payments.
• The reporting person received 260,239 Class A-2 Units of Einstein Management Aggregator, L.P. in exchange for 4,606 shares of Smartsheet Class A common stock.

Sentiment

Score: 7

Explanation: The document is a factual report of transactions following a merger. It is neither positive nor negative, but rather a standard disclosure. The sentiment is neutral to slightly positive as the merger has been completed.

Future Outlook

The document outlines the immediate financial consequences of the merger for the reporting person, with future cash payments contingent on the vesting schedules of unvested equity awards.

Industry Context

This filing is a standard SEC Form 4, detailing the changes in beneficial ownership of securities by a company insider following a significant corporate event, in this case a merger. It is typical for executives to dispose of their equity holdings in such a transaction.

Comparison to Industry Standards

• The conversion of stock options and restricted stock units into cash or contingent cash rights is a standard practice in mergers and acquisitions.
• The valuation of $56.50 per share is the agreed upon price in the merger agreement, and is the basis for the cash payments.
• The vesting schedules for unvested options and units are typical for executive compensation packages.

Stakeholder Impact

• Shareholders of Smartsheet Inc. have received $56.50 per share as a result of the merger.
• Employees holding stock options and restricted stock units have had their awards converted into cash or contingent rights to cash payments.

Key Dates

Keywords

Merger, Smartsheet, Pete Godbole, Stock Options, Restricted Stock Units, Performance Stock Units, Class A Common Stock, SEC Form 4, Einstein Parent, Cash Consideration