Press release

Smartsheet Announces Pricing of Public Offering of Class A Common Stock

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Smartsheet Inc. (NYSE: SMAR), a leading cloud-based platform for work
execution, today announced the pricing of an underwritten public
offering of its Class A common stock at a price to the public of $43.50
per share, consisting of 7,800,000 shares offered by Smartsheet and
5,100,000 shares offered by certain selling shareholders. In addition,
Smartsheet and the selling shareholders have granted the underwriters a
30-day option to purchase up to an additional 1,935,000 shares of Class
A common stock, consisting of 1,225,000 shares from Smartsheet and
710,000 shares from the selling shareholders, in the offering. The gross
proceeds to Smartsheet from this offering, before deducting underwriting
discounts and commissions and estimated offering expenses, is expected
to be approximately $339 million. Smartsheet will not receive any
proceeds from the sale of the shares by the selling shareholders.

Smartsheet intends to use the net proceeds from its sale of Class A
common stock in this offering for working capital and general corporate
purposes, which may include acquisitions of businesses, technologies, or
other assets. However, Smartsheet does not have any definitive plans,
agreements, or commitments with respect to any acquisitions or
investments at this time.

Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as
lead book-running managers for the offering. Jefferies LLC, William
Blair & Company, L.L.C., SunTrust Robinson Humphrey, Inc. and Canaccord
Genuity LLC are acting as joint book-running managers, and Needham &
Company, LLC, Oppenheimer & Co. Inc., Stephens Inc. and D.A. Davidson &
Co. are acting as co-managers.

The public offering is being made pursuant to an automatic shelf
registration statement on Form S-3 that was filed by Smartsheet with
the Securities and Exchange Commission (“SEC”) on June 10, 2019 and
became automatically effective upon filing. A preliminary prospectus
supplement and accompanying prospectus relating to and describing the
terms of the offering have been filed with the SEC and are available on
the SEC’s website at
Copies of the preliminary prospectus supplement and accompanying
prospectus may be obtained from Morgan Stanley & Co. LLC, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014;
or from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at
866-803-9204, or by email at
A final prospectus supplement relating to and describing the terms of
the offering will be filed with the SEC and will be available on
the SEC’s website at

This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the Class A common stock, nor shall
there be any sale of the Class A common stock in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.

Safe Harbor Statement

The information in this press release contains forward-looking
statements and information within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which are subject to the “safe
harbors” created by those sections.

This press release contains forward-looking statements that involve
substantial risks and uncertainties, including statements regarding the
intention to conduct an offer and sale of the Class A common stock and
the expected gross proceeds to Smartsheet. These statements deal with
future events and involve known and unknown risks, uncertainties and
other factors that may cause Smartsheet’s achievements to be materially
different from the information expressed or implied by these
forward-looking statements. For a discussion of important factors that
may cause Smartsheet’s actual achievements to differ materially from
those expressed or implied by Smartsheet’s forward-looking statements,
you should refer to Smartsheet’s preliminary prospectus supplement filed
with the SEC on June 10, 2019 and available at,
and the section entitled “Risk Factors” set forth in Smartsheet’s
Quarterly Report on Form 10-Q for the quarter ended April 30, 2019,
filed with the SEC on June 7, 2019, and other filings Smartsheet makes
with the SEC from time to time. Furthermore, such forward-looking
statements speak only as of the date of this press release. Smartsheet
undertakes no obligation to publicly update any forward-looking
statements or reasons why actual results might differ, whether as a
result of new information, future events or otherwise, except as
required by law.