SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH BRIAN R

(Last)

(First)

(Middle)

C/O S3 VENTURES, 6300 BRIDGE POINT PKWY

BUILDING 1, SUITE 405

(Street)

AUSTIN

78730

(City)

(State)

(Zip)

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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/16/2021		C		6,844,621⁽¹⁾	A	⁽¹⁾	6,844,621	I	See footnote⁽²⁾
Common Stock	04/16/2021		C		2,038,544⁽⁴⁾	A	⁽⁴⁾	8,883,165	I	See footnote⁽²⁾
Common Stock	04/16/2021		C		8,148,463⁽⁵⁾	A	⁽⁵⁾	17,031,628	I	See footnote⁽²⁾
Common Stock	04/16/2021		C		1,501,196⁽⁶⁾	A	⁽⁶⁾	18,532,824	I	See footnote⁽²⁾
Common Stock	04/16/2021		C		285,907⁽¹⁾	A	⁽¹⁾	285,907	D⁽³⁾
Common Stock	04/16/2021		C		156,250⁽⁴⁾	A	⁽⁴⁾	442,157	D⁽³⁾
Common Stock	04/16/2021		C		242,421⁽⁵⁾	A	⁽⁵⁾	684,578	D⁽³⁾
Common Stock	04/16/2021		C		137,215⁽⁶⁾	A	⁽⁶⁾	821,793	D⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	04/16/2021		C			6,844,621	⁽¹⁾	⁽¹⁾	Common Stock	6,844,621	⁽¹⁾	0	I	See footnote⁽²⁾
Series A Preferred Stock	⁽¹⁾	04/16/2021		C			285,907	⁽¹⁾	⁽¹⁾	Common Stock	285,907	⁽¹⁾	0	D⁽³⁾
Series B Preferred Stock	⁽⁴⁾	04/16/2021		C			2,038,544	⁽⁴⁾	⁽⁴⁾	Common Stock	2,038,544	⁽⁴⁾	0	I	See footnote⁽²⁾
Series B Preferred Stock	⁽⁴⁾	04/16/2021		C			156,250	⁽⁴⁾	⁽⁴⁾	Common Stock	156,250	⁽⁴⁾	0	D⁽³⁾
Series C Preferred Stock	⁽⁵⁾	04/16/2021		C			8,148,463	⁽⁵⁾	⁽⁵⁾	Common Stock	8,148,463	⁽⁵⁾	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽⁵⁾	04/16/2021		C			242,421	⁽⁵⁾	⁽⁵⁾	Common Stock	242,421	⁽⁵⁾	0	D⁽³⁾
Series E Preferred Stock	⁽⁶⁾	04/16/2021		C			1,501,196	⁽⁶⁾	⁽⁶⁾	Common Stock	1,501,196	⁽⁶⁾	0	I	See footnote⁽²⁾
Series E Preferred Stock	⁽⁶⁾	04/16/2021		C			137,215	⁽⁶⁾	⁽⁶⁾	Common Stock	137,215	⁽⁶⁾	0	D⁽³⁾

1. Name and Address of Reporting Person^*

SMITH BRIAN R

(Last)

(First)

(Middle)

C/O S3 VENTURES, 6300 BRIDGE POINT PKWY

BUILDING 1, SUITE 405

(Street)

AUSTIN

78730

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

S3 Ventures Fund III, L.P.

(Last)

(First)

(Middle)

6300 BRIDGE POINT PARKWAY

BUILDING 1, SUITE 405

(Street)

AUSTIN

78730

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

S3 VENTURES GPLP III, L.P.

(Last)

(First)

(Middle)

6300 BRIDGE POINT PARKWAY

BUILDING 1, SUITE 405

(Street)

AUSTIN

78730

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

S3 VENTURES III, L.L.C.

(Last)

(First)

(Middle)

6300 BRIDGE POINT PARKWAY

BUILDING 1, SUITE 405

(Street)

AUSTIN

78730

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series A Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

2. Shares held directly by S3 Ventures Fund III, L.P. ("S3 Fund III"). S3 Ventures GPLP III, L.P. ("S3 GPLP III") is the general partner of S3 Fund III. S3 Ventures III, L.L.C. ("S3 III LLC") is the General Partner of S3 GPLP III. Brian R. Smith is the Managing Director of S3 III LLC. S3 GPLP III, S3 III LLC and Mr. Smith may be deemed to have beneficial ownership of the shares held by S3 Fund III. S3 GPLP III, S3 III LLC and Mr. Smith each disclaims beneficial ownership of all such shares except to the extent of its or his pecuniary interest therein.

3. Shares held directly by Brian R. Smith.

4. Each share of Series B Preferred Stock was automatically converted 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 was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

6. Each share of Series E Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

	/s/ Brian R. Smith	04/19/2021
	/s/ Brian R. Smith for S3 Ventures Fund III, L.P.	04/19/2021
	/s/ Brian R. Smith for S3 Ventures GPLP III, L.P.	04/19/2021
	/s/ Brian R. Smith for S3 Ventures III, L.L.C.	04/19/2021
	** Signature of Reporting Person	Date
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).
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