Sec Form 13G Filing - SMITH WILLIAM W JR filing for SMITH MICRO SOFTWARE INC. (SMSI) - 2020-02-14

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

Names of Reporting Person

William W. Smith, Jr.

Check the Appropriate Box If A Member of A Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

USA

Number Of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

Sole Voting Power

5,563,581^1,2

Shared Voting Power

0

Sole Dispositive Power

5,563,581

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned By Each Reporting Person

William W. Smith, Jr. - 5,563,581^1,2

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Not Applicable.

Percent of Class Represented By Amount in Row 9

14.1%^2,3

Type of Reporting Person (See Instructions)

IN

Includes (a) 850,000 shares of common stock that are currently issuable upon exercise of a warrant issued on September 6, 2016 at an exercise price of $2.74 per share and subsequently repriced to an agreed upon floor of $2.3825 (the “Warrant”); and (b) 455,028 shares held in the name of The William W. Smith, Jr. Revocable Trust, for which Mr. Smith is the trustee.

Pursuant to the Amendment to Note and Warrant dated December 27, 2016, the reporting person’s ability to convert the Warrant into common shares is subject to certain limitations. Specifically, without first obtaining consent from the issuer’s stockholders, the Warrant may be converted only to the extent that the conversion would not result in the reporting person becoming the beneficial owner of greater than 19.99% of the outstanding shares of the issuer’s common stock.

Based on 38,502,511 shares of common stock outstanding as of October 30, 2019 as reported by the issuer in 424 Prospectus Supplement filed on November 1, 2019.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is being filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

☐  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐  An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☐  A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

☐  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(j)

☐  A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐  Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Ownership:

Amount beneficially owned:

William W. Smith, Jr.

Percent of class:

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

Includes (a) 850,000 shares of common stock that are currently issuable upon exercise of a warrant issued on September 6, 2016 at an exercise price of $2.74 per share and subsequently repriced to an agreed upon floor of $2.3825 (the “Warrant”); and (b) 455,028 shares held in the name of The William W. Smith, Jr. Revocable Trust, for which Mr. Smith is the trustee.

Pursuant to the Amendment to Note and Warrant dated December 27, 2016, the reporting person’s ability to convert the Warrant into common shares is subject to certain limitations. Specifically, without first obtaining consent from the issuer’s stockholders, the Warrant may be converted only to the extent that the conversion would not result in the reporting person becoming the beneficial owner of greater than 19.99% of the outstanding shares of the issuer’s common stock.

Based on 38,502,511 shares of common stock outstanding as of October 30, 2019 as reported by the issuer in 424 Prospectus Supplement filed on November 1, 2019.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of the Group.

Certifications.

Date:  February 14, 2020

By: 

/s/ William W. Smith, Jr.

William W. Smith, Jr.