Sec Form 3 Filing - HANSEN MICHAEL D @ ALKAMI TECHNOLOGY, INC. - 2021-04-13

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
HANSEN MICHAEL D
2. Issuer Name and Ticker or Trading Symbol
ALKAMI TECHNOLOGY, INC. [ ALKT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ALKAMI TECHNOLOGY, INC., 5601 GRANITE PARKWAY, SUITE 120
3. Date of Earliest Transaction (MM/DD/YY)
04/13/2021
(Street)
PLANO, TX75024
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 380,393 I See footnote ( 1 )
Common Stock 504,373 I See footnote ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 50,000 I See footnote ( 1 )
Series B Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 31,250 I See footnote ( 1 )
Series C Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 42,731 I See footnote ( 1 )
Stock Option (Right to Buy) $ 0.81 ( 6 ) 11/18/2025 Common Stock 100,000 D
Stock Option (Right to Buy) $ 0.92 ( 7 ) 11/02/2027 Common Stock 200,000 D
Stock Option (Right to Buy) $ 0.92 ( 8 ) 11/02/2027 Common Stock 200,000 D
Stock Option (Right to Buy) $ 2.34 ( 9 ) 12/11/2028 Common Stock 300,000 D
Stock Option (Right to Buy) $ 3.32 ( 10 ) 02/20/2030 Common Stock 35,000 D
Stock Option (Right to Buy) $ 3.32 ( 11 ) 03/13/2030 Common Stock 50,000 D
Stock Option (Right to Buy) $ 15.46 ( 12 ) 02/05/2031 Common Stock 253,290 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HANSEN MICHAEL D
C/O ALKAMI TECHNOLOGY, INC.
5601 GRANITE PARKWAY, SUITE 120
PLANO, TX75024
X Chief Executive Officer
Signatures
/s/ Douglas A. Linebarger, as Attorney-in-Fact for Michael D. Hansen 04/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held by MH Trust, of which Reporting Person is trustee.
( 2 )Shares held by PH Trust, of which the Reporting Person's spouse and daughter are co-trustees.
( 3 )Each share of Series A Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
( 4 )Each share of Series B Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
( 5 )Each share of Series C Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
( 6 )The shares subject to the option are fully vested and exercisable.
( 7 )1/3rd of the shares subject to the option vest on the third anniversary measured from June 1, 2017 (the "Vesting Commencement Date"), and 1/3rd of the shares vest annually thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fifth anniversary of the Vesting Commencement Date.
( 8 )1/48th of the shares subject to the option vest on each monthly anniversary measured from June 1, 2017 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.
( 9 )1/60th of the shares subject to the option vest on each monthly anniversary measured from September 26, 2018 (the "Vesting Commencement Date") for forty-eight (48) months, and the remaining 20% of the shares vest on the fifth anniversary of the Vesting Commencement Date, such that 100% of the shares subject to the option will be fully vested and exercisable on the fifth anniversary of the Vesting Commencement Date.
( 10 )This option is early exercisable. 1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.
( 11 )25% of the shares subject to the option vested on December 31, 2020 (the "Vesting Commencement Date"), and the remaining shares vest 1/36th monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date.
( 12 )1/48th of the shares subject to the option vest on each monthly anniversary measured from February 5, 2021 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

Remarks:
Exhibit 24.1 - Power of Attorney

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