SMARTSHEET INC (Form: S-8, Received: 04/27/2018 18:06:04)

As filed with the Securities and Exchange Commission on April 27, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Smartsheet Inc.

(Exact name of Registrant as specified in its charter)



Washington	20-2954357
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10500 NE 8th Street, Suite 1300

Bellevue, WA 98004

(Address of Principal Executive Offices) (Zip Code)

2005 Stock Option/Restricted Stock Plan
2015 Equity Incentive Plan

2018 Equity Incentive Plan

2018 Employee Stock Purchase Plan

(Full title of the plans)

Mark P. Mader

President and Chief Executive Officer

Smartsheet Inc.

10500 NE 8th Street, Suite 1300

Bellevue, WA 98004

(425) 324-2360

(Name, address, including zip code, and telephone number, including area code, of agent for service)



Please send copies of all communications to:
Alan C. Smith James D. Evans Katherine K. Duncan Fenwick & West LLP 1191 Second Avenue, Floor 10 Seattle, WA 98101 (260) 389-4510	Jennifer Ceran Chief Financial Officer Smartsheet Inc. 10500 NE 8th Street, Suite 1300 Bellevue, WA 98004 (425) 324-2360

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	þ (Do not check if a smaller reporting company)	Smaller reporting company	o
		Emerging growth company	þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE



Title of Securities To Be Registered	Amount To Be Registered ⁽¹⁾	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A common stock, no par value per share
- To be issued under the 2018 Equity Incentive Plan	8,361,987 ⁽²⁾	$15.00 ⁽³⁾	$125,429,805 ⁽³⁾	$15,617
- Outstanding under the 2018 Equity Incentive Plan (Options)	462,000 ⁽⁴⁾	$15.00 ⁽⁵⁾	$6,930,000 ⁽⁵⁾	$863
- Outstanding under the 2018 Equity Incentive Plan (RSUs)	70,000 ⁽⁶⁾	$15.00 ⁽³⁾	$1,050,000 ⁽³⁾	$131
- To be issued under the 2018 Employee Stock Purchase Plan	2,040,000 ⁽⁷⁾	$12.75 ⁽⁸⁾	$26,010,000 ⁽⁸⁾	$3,239
- Outstanding under the 2015 Equity Incentive Plan	12,782,559 ⁽⁹⁾	— ⁽¹⁰⁾	— ⁽¹⁰⁾	—
- Outstanding under the 2005 Stock Option/Restricted Stock Plan	2,350,662 ⁽¹¹⁾	— ⁽¹⁰⁾	— ⁽¹⁰⁾	—
Class B common stock, no par value per share
- Outstanding under the 2015 Equity Incentive Plan (Options)	12,652,559 ⁽¹²⁾	$5.39 ⁽¹³⁾	$68,197,294 ⁽¹³⁾	$8,491
- Outstanding under the 2015 Equity Incentive Plan (RSUs)	130,000 ⁽¹⁴⁾	$15.00 ⁽³⁾	$1,950,000 ⁽³⁾	$243
- Outstanding under the 2005 Stock Option/Restricted Stock Plan	2,350,662 ⁽¹⁵⁾	$0.98 ⁽¹⁶⁾	$2,306,000 ⁽¹⁶⁾	$288
TOTAL	41,200,429		$231,873,099	$28,872

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock or Class B common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock or Class B common stock.

(2)

Shares of Class A common stock reserved for issuance under the 2018 Equity Incentive Plan (“ 2018 Plan ”) consists of (a) 6,168,000 shares of Class A common stock reserved for issuance under the 2018 Plan and (b) 2,193,987 shares of Class A common stock previously reserved but unissued under the 2015 Equity Incentive Plan (“ 2015 Plan ”), that are now available for issuance under the 2018 Plan. To the extent outstanding awards under the 2015 Plan or the 2005 Stock Option/Restricted Stock Plan (“ 2005 Plan ”) are forfeited, lapse unexercised, or would otherwise have been returned to the share reserve under the 2015 Plan or 2005 Plan, the shares of Class B common stock subject to such awards instead will be available for future grant and issuance as Class A common stock under the 2018 Plan. See footnote 6 below.


(3)	Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act on the basis of the initial public offering price per share of the Registrant’s Class A common stock as set forth in the Registrant’s prospectus filed with the Securities and Exchange Commission on or around April 27, 2018 pursuant to Rule 424(b) under the Securities Act.


(4)	Represents shares of Registrant’s Class A common stock reserved for issuance pursuant to outstanding stock option awards under the 2018 Plan.


(5)	Calculated solely for the purpose of this offering under Rule 457(h) of the Securities Act and based upon the exercise price of $15.00 per share.


(6)	Represents shares of Registrant’s Class A common stock reserved for issuance pursuant to restricted stock units outstanding under the 2018 Plan.


(7)	Represents shares reserved for issuance under the 2018 Employee Stock Purchase Plan (“ Purchase Plan ”) as of the date of this Registration Statement.


(8)	Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act on the basis of the initial public offering price per share of the Registrant’s Class A common stock multiplied by 85%, which is the percentage of the price per share applicable to purchases under the Purchase Plan.

(9)

Represents shares of Registrant’s Class A common stock reserved for issuance upon conversion of Class B common stock underlying stock options and restricted stock units outstanding under the 2015 Plan as of the date of this Registration Statement. Any shares of Class B common stock that are subject to awards under the 2015 Plan that are forfeited, lapse unexercised, or would otherwise have been returned to the share reserve under the 2015 Plan, instead will be available for issuance as Class A common stock under the 2018 Plan. See footnote 2 above.


(10)	Pursuant to Rule 457(i) under the Securities Act, there is no fee associated with the registration of shares of Class A common stock issuable upon conversion of the shares of any Class B common stock (a convertible security) being registered under this Registration Statement because no additional consideration will be received in connection with the conversion of Class B common stock.

(11)

Represents shares of Registrant’s Class A common stock reserved for issuance upon conversion of Class B common stock underlying stock options and restricted stock units outstanding under the 2005 Plan as of the date of this Registration Statement. Any shares of Class B common stock that are subject to awards under the 2005 Plan that are forfeited, lapse unexercised, or would otherwise have been returned to the share reserve under the 2005 Plan, instead will be available for issuance as Class A common stock under the 2018 Plan. See footnote 2 above.

(12)

Represents shares of Class B common stock reserved for issuance pursuant to stock options outstanding under the 2015 Plan as of the date of this Registration Statement. Any shares of Class B common stock that are subject to stock options under the 2015 Plan that are forfeited, lapse unexercised or would otherwise have been returned to the share reserve under the 2015 Plan will be available for issuance as Class A common stock under the 2015 Plan. See footnote 2 above.


(13)	Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act on the basis of the weighted average exercise price for stock options outstanding under the 2015 Plan granted by the Registrant as of the date of this Registration Statement.

(14)

Represents shares of Class B common stock reserved for issuance pursuant to restricted stock units outstanding under the 2015 Plan as of the date of this Registration Statement. Any shares of Class B common stock that are subject to restricted stock units under the 2015 Plan that are forfeited, lapse unexercised, or would otherwise have been returned to the share reserve under the 2015 Plan will be available for issuance as Class A common stock under the 2018 Plan. See footnote 2 above.

(15)

Represents shares of Class B common stock reserved for issuance pursuant to stock options outstanding under the 2005 Plan as of the date of this Registration Statement. Any shares of Class B common stock that are subject to stock options under the 2005 Plan that are forfeited, lapse unexercised, or would otherwise have been returned to the share reserve under the 2005 Plan will be available for issuance as Class A common stock under the 2018 Plan. See footnote 2 above.


(16)	Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act on the basis of the weighted average exercise price for stock options outstanding under the 2005 Plan granted by the Registrant as of the date of this Registration Statement.

PART I

Information Required in the Section 10(a) Prospectus

The information called for by Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “ Registration Statement ”) and has been or will be sent or given to participating service providers in accordance with Rule 428 of the Securities Act of 1933, as amended (the “ Securities Act ”), and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference .

The following documents filed by Smartsheet Inc. (the “ Registrant ”) with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), are incorporated herein by reference:


(a)	the Registrant’s prospectus filed on April 27, 2018 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1, as amended (Registration No. 333-223914), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed; and


(b)	the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-38464) filed with the Commission on April 23, 2018 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

Item 4. Description of Securities .

Not applicable.

Item 5. Interests of Named Experts and Counsel .

As of the date of this Registration Statement, an attorney of Fenwick & West LLP beneficially owns an aggregate of 60,450 shares of the Registrant’s Class B common stock (after giving effect to the automatic conversion of all outstanding shares of the Registrant’s convertible preferred stock, which will occur upon the completion of the Registrant’s initial public offering).

Item 6. Indemnification of Directors and Officers .

Section 23B.08.510 of the Washington Business Corporation Act (the “ WBCA ”) authorizes Washington corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving them as a result of their services as an officer or director. Section 23B.08.560 of the WBCA authorizes a corporation by provision in its articles of incorporation to agree to indemnify a director and obligate itself to advance or reimburse expenses without regard to the provisions of Sections 23B.08.510 through .550 subject to certain limitations.

As permitted by the WBCA, the Registrant’s amended and restated articles of incorporation to be effective immediately prior to the completion of the Registrant’s initial public offering contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except liability for the following:


•	acts or omissions of a director that involve intentional misconduct or a knowing violation of law;


•	conduct in violation of Section 23B.08.310 of the WBCA (relating to unlawful distributions); or


•	any transaction from which a director personally received a benefit in money, property, or services to which such director is not legally entitled.

As permitted by the WBCA, the Registrant’s amended and restated bylaws to be effective immediately prior to the completion of the Registrant’s initial public offering, provide that:


•	the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the WBCA, subject to very limited exceptions;


•	the Registrant may indemnify its other employees and agents as set forth in the WBCA;


•	the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the WBCA, subject to very limited exceptions; and


•	the rights conferred in the restated bylaws are not exclusive.

The Registrant has entered into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s amended and restated certificate of incorporation and amended and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, executive officer, or employee of the Registrant regarding which indemnification is sought. Reference is also made to the Underwriting Agreement filed with the Form S-1 for the Registrant’s initial public offering, which provides for the indemnification of officers, directors, and controlling persons of the Registrant against certain liabilities. The indemnification provisions in the Registrant’s amended and restated certificate of incorporation, amended and restated bylaws, and the indemnification agreements entered into or to be entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

The Registrant has directors’ and officers’ liability insurance for its directors and officers.

Certain of the Registrant’s directors are also indemnified by their employers with regard to their service on the Registrant’s board of directors.

See also the undertakings set out in response to Item 9 of this Registration Statement.

Item 7. Exemption from Registration Claimed .

Not applicable.

Item 8. Exhibits .

The following exhibits are filed herewith:



Exhibit Number	Exhibit Description	Incorporated by Reference				Filed Herewith
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith

4.1	Amended and Restated Articles of Incorporation, as amended and currently in effect.	S-1/A	333-222914	3.1	04/16/2018

4.2	Form of Amended and Restated Articles of Incorporation to be effective immediately prior to the completion of the Registrant’s initial public offering.	S-1/A	333-222914	3.2	04/16/2018

4.3	Bylaws, as currently in effect.	S-1	333-222914	3.3	12/21/2017

4.4	Form of Amended and Restated Bylaws to be effective immediately prior to the completion of the Registrant’s initial public offering.	S-1/A	333-222914	3.4	04/16/2018

4.5	Form of Class A common stock certificate of the Registrant.	S-1/A	333-222914	4.1	04/16/2018

4.6	2005 Stock Option/Restricted Stock Plan, and forms of award agreements thereto.	S-1	333-222914	10.2	12/21/2017

4.7	2015 Equity Incentive Plan, and forms of award agreements thereunder.	S-1/A	333-222914	10.3	04/16/2018

4.8	2018 Equity Incentive Plan, and forms of award agreements thereunder.	S-1/A	333-222914	10.4	04/16/2018

4.9	2018 Employee Stock Purchase Plan and form of subscription agreement thereunder.	S-1/A	333-222914	10.5	04/16/2018

5.1	Opinion of Fenwick & West LLP.					X

23.1	Consent of Fenwick & West LLP (included in Exhibit 5.1).					X

23.2	Consent of Independent Registered Public Accounting Firm.					X

24.1	Power of Attorney (included on the signature page of this Registration Statement).					X

Item 9. Undertakings .

A. The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided , however , that clauses (A)(1)(i) and (A)(1)(ii) above shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on this 27th day of April, 2018.



SMARTSHEET INC.

By:		/s/ Mark P. Mader
		Mark P. Mader Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark P. Mader and Jennifer E. Ceran, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.



Signature	Title	Date

/s/ Mark P. Mader	President, Chief Executive Officer, and Director (Principal Executive Officer)	April 27, 2018
Mark P. Mader

/s/ Jennifer E. Ceran	Chief Financial Officer (Principal Financial and Accounting Officer)	April 27, 2018
Jennifer E. Ceran

/s/ Geoffrey T. Barker	Chair of the Board of Directors	April 27, 2018
Geoffrey T. Barker

/s/ Brent Frei	Director	April 27, 2018
Brent Frei

/s/ Elena Gomez	Director	April 27, 2018
Elena Gomez

/s/ Ryan Hinkle	Director	April 27, 2018
Ryan Hinkle

/s/ Matthew McIlwain	Director	April 27, 2018
Matthew McIlwain

/s/ James N. White	Director	April 27, 2018
James N. White

/s/ Magdalena Yesil	Director	April 27, 2018
Magdalena Yesil

Exhibit 5.1

April 27, 2018

Smartsheet Inc.

10500 NE 8 ^th Street, Suite 1300

Bellevue, WA 98004

Ladies and Gentlemen:

As counsel to Smartsheet Inc., a Washington corporation (the “ Company ”), we have examined the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the “ Commission ”) on or about April 27, 2018 (the “ Registration Statement ”) in connection with the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of: (i) an aggregate of 26,067,208 shares of the Company’s Class A Common Stock, no par value per share (the “ Class A Common Stock ”), subject to issuance by the Company (a) upon the exercise or settlement of awards to be granted under the Company’s 2018 Equity Incentive Plan (the “ 2018 Plan ”), (b) pursuant to purchase rights to acquire shares of Common Stock to be granted under the Company’s 2018 Employee Stock Purchase Plan (the “ 2018 ESPP ”), (c) upon the exercise or settlement of awards granted under the Company’s 2015 Equity Incentive Plan (the “ 2015 Plan ”), and (d) upon the exercise or settlement of awards granted under the Company’s 2005 Stock Option/Restricted Stock Plan (the “ 2005 Plan ”) and (ii) an aggregate of 15,133,221 shares of Class B Common Stock, no par value per share (the “ Class B Common Stock ” and together with the Class A Common Stock the “ Common Stock ”) that are subject to issuance by the Company upon the exercise or settlement of awards granted under the 2005 Plan and 2015 Plan. The 26,067,208 shares of the Company’s Class A Common Stock described in clause (i) of the preceding sentence and the 15,133,221 shares of Class B Common Stock described in clause (ii) of the preceding sentence are collectively referred to herein as the “ Shares .” The 2018 Plan, 2018 ESPP, 2015 Plan, and 2005 Plan are each individually referred to herein as a “ Plan ” and collectively as the “ Plans . ” At your request, we are providing this letter to express our opinion on the matters set forth below in this letter (“ our opinion ”).

In connection with our opinion, we have examined such matters of fact as we have deemed necessary, which included examination of originals or copies of: the Company’s current Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, as amended (collectively, the “ Charter Documents ”), the Plans, the Registration Statement and the exhibits thereto; certain corporate proceedings of the Company’s Board of Directors (the “ Board ”) and shareholders relating to adoption or approval of the Company Charter Documents, the Plans, the reservation of the Shares for sale and issuance, the filing of the Registration Statement, the registration of the Shares under the Securities Act, documents regarding the Company’s outstanding and reserved capital stock and other securities and such other documents as we have deemed advisable, and we have examined such questions of law as we have considered necessary.

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as

Smartsheet Inc.

April 27, 2018

Page 2

copies, the legal capacity of all natural persons and legal entities executing any documents (other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by the Company by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a Certificate of Existence dated April 26, 2018 issued by the Washington Secretary of State with respect to the Company and representations and certifications made to us by the Company, including without limitation representations in a Management Certificate addressed to us of even date herewith that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.

We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the State of Washington.

Based upon, and subject to, the foregoing, it is our opinion that when the 26,067,208 shares of Class A Common Stock that may be issued and sold by the Company (a) upon the exercise or settlement of awards to be granted under the 2018 Plan, (b) pursuant to purchase rights to acquire shares of Common Stock to be granted under the 2018 ESPP, (c) upon the exercise or settlement of awards granted under the 2015 Plan, (d) upon the exercise or settlement of awards granted under the 2005 Plan and the 15,133,221 shares of Class B Common Stock that are subject to issuance by the Company upon the exercise or settlement of awards granted under the 2005 Plan and the 2015 Plan, have been issued and sold by the Company against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per share) in accordance with the terms (including without limitation payment and authorization provisions) of the applicable Plan, and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.

Very truly yours,

/s/ Fenwick & West LLP

FENWICK & WEST LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Smartsheet Inc. of our report dated March 26, 2018 relating to the financial statements, which appears in Smartsheet Inc.’s Amendment No. 2 to the Registration Statement on Form S‑1 (No. 333-223914).

/s/ PricewaterhouseCoopers LLP

Seattle, Washington

April 27, 2018