Sec Form 4 Filing - SMITH WILLIAM W JR @ SMITH MICRO SOFTWARE, INC. - 2022-02-25

FORM 4 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 SMITH WILLIAM W JR 2. Issuer Name and Ticker or Trading Symbol SMITH MICRO SOFTWARE, INC. [ SMSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 120 VANTIS, SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2022 (Street) ALISO VIEJO, CA92656 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 02/25/2022 G V 4,324,897( 1 ) D $ 0 321,038( 2 ) D Common Stock 03/07/2022 A 175,000( 3 ) A $ 0 496,038 D Common Stock 02/25/2022 G V 4,324,897( 1 ) A $ 0 4,779,925( 4 ) I Smith Living Trust Common Stock 6,000 D( 5 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH WILLIAM W JR 120 VANTIS SUITE 350 ALISO VIEJO, CA92656 X X President & CEO Signatures /s/Jennifer M. Reinke, attorney-in-fact for William W. Smith, Jr. 03/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 25, 2022, Mr. Smith made a gift of 4,324,897 shares to the Smith Living Trust. ( 2 )It was determined through routine review that previously reported total securities directly held by the reporting person were undercounted by 15 shares, not attributable to any specific, known transaction. This amount reflects the reporting person's total direct holdings as of the date indicated, inclusive of such 15 shares. ( 3 )Restricted stock subject to time-based and performance-based vesting. 50% of shares vest in equal monthly installments over 48 months, subject to continuing employment. 50% of shares vest subject to satisfaction of 2022 financial performance criteria, with 25% of such amount to vest approximately March 2023 and the remainder in equal monthly installments over the next 36 months. ( 4 )Includes 455,028 shares formerly held in the William W. Smith, Jr. Revocable Trust, which were transferred to the Smith Living Trust on February 23, 2022. ( 5 )Held in the William W. Smith, Jr. IRA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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