Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
SMITH MICRO SOFTWARE, INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
832154405 (CUSIP Number) |
William W. Smith, Jr. Smith Micro Software, Inc., 120 Vantis Drive, Suite 350 Aliso Viejo, CA, 92656 (949) 362-5800 Jennifer M. Reinke Smith Micro Software, Inc., 5800 Corporate Drive Pittsburgh, PA, 15237 (412) 837-5300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/10/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 832154405 |
| 1 |
Name of reporting person
SMITH WILLIAM W JR | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,380,822.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(Explanatory Note) This is Amendment No. 2 (this "Amendment") to Schedule 13D (as previously amended, the "Schedule") filed on November 17, 2025 by William W. Smith, Jr., relating to the ownership of shares of Common Stock, par value $0.001 per share (the "Common Stock") of Smith Micro Software, Inc., a Delaware corporation (the "Issuer"). The purpose of this Amendment is to reflect changes resulting from (i) the purchase on March 10, 2026 by the Smith Living Trust of a convertible note which may be converted into 6,743,371 shares of Common Stock and a common stock purchase warrant exercisable for 8,818,254 shares of Common Stock; and (ii) certain other changes in beneficial ownership since the filing of the last amendment to the Schedule. Except as specifically set forth herein, the Schedule otherwise remains unmodified. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule. (1) The shared voting power and aggregate amount beneficially owned by the Reporting Person includes 9,079,123 shares held in the name of the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees, including 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. (2) The percent of class beneficially owned by the Reporting Person is based on 25,499,217 shares of common stock outstanding as of March 8, 2026, as reflected in the records of the Issuer's transfer agent and 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i).
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
SMITH MICRO SOFTWARE, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
5800 CORPORATE DRIVE, PITTSBURGH,
PENNSYLVANIA
, 15237. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by William W. Smith, Jr. |
| (b) | William W. Smith, Jr. is the Chairman of the Issuer's Board of Directors and President and Chief Executive Officer of the Issuer. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656. |
| (c) | William W. Smith, Jr. is the Chairman of the Issuer's Board of Directors and President and Chief Executive Officer of the Issuer. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656. |
| (d) | During the past five years, William W. Smith, Jr. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, William W. Smith, Jr. has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | USA |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of Common Stock covered by this filing include shares purchased in the open market from time to time by William W. Smith, Jr. using personal funds, when permitted to do so under the terms of the Issuer's policies, including its Insider Trading Policy, shares acquired by him from the Issuer pursuant to private placement offerings of Common Stock and warrants exercisable for shares of Common Stock, stock splits, shares issued to him by the Issuer as compensation, and shares sold in the open market or transferred by William W. Smith, Jr. to the Smith Living Trust. The shares of Common Stock covered by this filing also include those of such shares held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule is hereby amended to add the following: As noted in the Explanatory Note, the Smith Living Trust purchased for investment purposes a convertible note which may be converted into 6,743,371 shares of Common Stock and a common stock purchase warrant exercisable for 8,818,254 shares of Common Stock of the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows: William W. Smith, Jr. has sole voting and dispositive power over 301,699 shares (1.0% of the Common Stock) and shared voting and dispositive power over 9,079,123 shares (31.2% of the Common Stock), including 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. In the aggregate, William W. Smith, Jr. has beneficial ownership of 9,380,822 shares (or 32.3%) of the Common Stock. The above calculations are based on 25,499,217 shares of common stock outstanding as of March 8, 2026, as reflected in the records of the Issuer's transfer agent and 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i). |
| (b) | Item 5(b) is hereby amended and restated as follows: William W. Smith, Jr. has sole voting and dispositive power over 301,699 shares (1.0%of the Common Stock) and shared voting and dispositive power over 9,079,123 shares (31.2% of the Common Stock), including 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. In the aggregate, William W. Smith, Jr. has beneficial ownership of 9,380,822 shares (or 32.3%) of the Common Stock. The above calculations are based on 25,499,217 shares of common stock outstanding as of March 8, 2026, as reflected in the records of the Issuer's transfer agent and 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i). |
| (c) | On February 21, 2026, Mr. Smith forfeited 9,706 shares of Common Stock under the performance-based vesting conditions of a restricted stock award. On February 27, 2026, 43,366 shares of Common Stock were withheld from Mr. Smith, at an average vesting price of $0.523 per share, for the payment of income taxes. On March 4, 2026, Mr. Smith forfeited 12,626 shares of Common Stock under the performancebased vesting conditions of a restricted stock award. On March 10, 2026, the Smith Living Trust purchased for investment purposes a convertible note which may be converted into 6,743,371 shares of Common Stock and a common stock purchase warrant exercisable for 8,818,254 shares of Common Stock of the Issuer. |
| (d) | Item 5(d) is hereby amended and restated as follows: As identified above, 9,079,123 shares are held in the name of the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees, including 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following information: Items 5(a), 5(b), 5(c) and 5(d) are incorporated by reference herein. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 7.1 - Form of Secured Convertible Note by and between the Company and the Smith Living Trust, dated March 10, 2026, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 4, 2026 (the "March 4, 2026 8-K") https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/ex_928306.htm Exhibit 7.2 - Form of Common Stock Purchase Warrant by and between the Company and the Smith Living Trust, dated March 10, 2026, incorporated by reference to Exhibit 4.1 to the March 4, 2026 8-K https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/ex_928304.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|