Press release

Smartsheet Announces Closing of Public Offering of Class A Common Stock and Full Exercise of the Underwriters’ Option to Purchase Additional Shares

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Smartsheet Inc. (NYSE: SMAR), a leading cloud-based platform for work
execution, today announced the closing of its previously announced
underwritten public offering of 14,835,000 shares of its Class A common
stock, including 1,935,000 shares sold upon the full exercise of the
underwriters’ option to purchase additional shares, at a price to the
public of $43.50 per share. In total, 9,025,000 shares were sold by
Smartsheet and 5,810,000 shares were sold by certain selling
shareholders. The gross proceeds to Smartsheet from this offering,
before deducting underwriting discounts and commissions and estimated
offering expenses, was approximately $392.6 million. Smartsheet did not
receive any proceeds from the sale of the shares by the selling

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

The public offering was 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 final 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 final 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

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.