Alkami Technology Inc

11/12/2024 | Press release | Distributed by Public on 11/12/2024 16:20

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SMITH BRIAN R
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)
(Last) (First) (Middle)
C/O S3 VENTURES, 6300 BRIDGE POINT PKWY, BUILDING 1, SUITE 405
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024
(Street)
AUSTIN, TX 78730
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 11/08/2024 S 125,000(1) D $37.50 660,060 D
Common Stock 11/08/2024 S 2,375,000(1) D $37.50 14,574,490 I See footnote(2)
Common Stock 11/12/2024 S 18,750(3) D $37.50 641,310 D
Common Stock 11/12/2024 S 356,250(3) D $37.50 14,218,240 I See footnote(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 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 BRIAN R
C/O S3 VENTURES, 6300 BRIDGE POINT PKWY
BUILDING 1, SUITE 405
AUSTIN, TX 78730
X X
S3 Ventures Fund III, L.P.
6300 BRIDGE POINT PARKWAY
BLDG. 1, SUITE 405
AUSTIN, TX 78730
X X
S3 VENTURES GPLP III, L.P.
6300 BRIDGE POINT PARKWAY
BLDG. 1, SUITE 405
AUSTIN, TX 78730
X X
S3 VENTURES III, L.L.C.
6300 BRIDGE POINT PARKWAY
BLDG. 1, SUITE 405
AUSTIN, TX 78730
X X

Signatures

/s/ Brian R. Smith 11/12/2024
**Signature of Reporting Person Date
/s/ Brian R. Smith for S3 Ventures Fund III, L.P. 11/12/2024
**Signature of Reporting Person Date
/s/ Brian R. Smith for S3 Ventures GPLP III, L.P. 11/12/2024
**Signature of Reporting Person Date
/s/ Brian R. Smith for S3 Ventures III, L.L.C. 11/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Persons sold these shares to the underwriter in a registered, underwritten secondary offering which closed on November 8, 2024 (the "Secondary 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) The Reporting Persons sold these shares to the underwriter on November 12, 2024, pursuant to the exercise in full of the underwriter's option to purchase additional shares in the Secondary Offering.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.