WILLIAM W. SMITH JR - 01 Oct 2024 Form 4 Insider Report for SMITH MICRO SOFTWARE, INC. (SMSI)

Role: President & CEO, Director
Signature: /s/Jennifer M. Reinke, attorney-in-fact for William W. Smith, Jr.
Issuer symbol: SMSI
Transactions as of: 01 Oct 2024
Transactions value $: $3,000,000
Form type: 4
Filing time: 03 Oct 2024, 16:45:37 UTC
Previous filing: 19 Sep 2024
Next filing: 22 Oct 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SMSI	Common Stock	Award	$3M	+2.58M	+411.04%	$1.17	3.2M	01 Oct 2024	Smith Living Trust	F1
holding	SMSI	Common Stock						133K	01 Oct 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SMSI	Common Stock Purchase Warrant	Award		+2.58M			2.58M	02 Oct 2024	Common Stock	2.58M	$1.04	Smith Living Trust	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to a Securities Purchase Agreement dated October 1, 2024, between Smith Micro Software, Inc. (the "Company") and the Purchaser parties thereto, Smith Living Trust (for which William W. Smith, Jr. serves as co-trustee) agreed to purchase 2,575,107 shares of common stock, together with a warrant to purchase an equal number of shares of common stock, at a purchase price of $1.165 per share. The purchase was completed and the securities were issued on October 2, 2024.
F2	The warrant is exercisable beginning six (6) months following its original issuance; provided, that it will not be exercisable to the extent the exercise thereof would cause the holder's ownership of the Company's common stock to exceed 19.99%, unless and until such time as the Company has received stockholder approval in accordance with Nasdaq Listing Rule 5635(b).

Content

Pursuant to a Securities Purchase Agreement dated October 1, 2024, between Smith Micro Software, Inc. (the "Company") and the Purchaser parties thereto, Smith Living Trust (for which William W. Smith, Jr. serves as co-trustee) agreed to purchase 2,575,107 shares of common stock, together with a warrant to purchase an equal number of shares of common stock, at a purchase price of $1.165 per share. The purchase was completed and the securities were issued on October 2, 2024.

The warrant is exercisable beginning six (6) months following its original issuance; provided, that it will not be exercisable to the extent the exercise thereof would cause the holder's ownership of the Company's common stock to exceed 19.99%, unless and until such time as the Company has received stockholder approval in accordance with Nasdaq Listing Rule 5635(b).