Sec Form 4/A Filing - SMITH BRIAN R @ ALKAMI TECHNOLOGY, INC. - 2022-04-05

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FORM 4/A
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 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 (MM/DD/YY)
04/05/2022
(Street)
AUSTIN, TX78730
4. If Amendment, Date Original Filed (MM/DD/YY)
04/07/2022
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 (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 04/05/2022 A 1,111 ( 1 ) A $ 0 824,610 ( 2 ) D
Common Stock 18,532,824 I See footnote ( 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 (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 BRIAN R
C/O S3 VENTURES, 6300 BRIDGE POINT PKWY
BUILDING 1, SUITE 405
AUSTIN, TX78730
X X
S3 Ventures Fund III, L.P.
6300 BRIDGE POINT PARKWAY
BUILDING 1, SUITE 405
AUSTIN, TX78730
X X
S3 VENTURES GPLP III, L.P.
6300 BRIDGE POINT PARKWAY
BUILDING 1, SUITE 405
AUSTIN, TX78730
X X
S3 VENTURES III, L.L.C.
6300 BRIDGE POINT PARKWAY
BUILDING 1, SUITE 405
AUSTIN, TX78730
X X
Signatures
/s/ Brian R. Smith 02/13/2023
Signature of Reporting Person Date
/s/ Brian R. Smith for S3 Ventures Fund III, L.P. 02/13/2023
Signature of Reporting Person Date
/s/ Brian R. Smith for S3 Ventures GPLP III, L.P. 02/13/2023
Signature of Reporting Person Date
/s/ Brian R. Smith for S3 Ventures III, L.L.C. 02/13/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person elected to defer receipt of these shares under the terms of the 2021 Incentive Award Plan.
( 2 )The Form 4 originally filed by Mr. Smith on April 7, 2022 (the "Original Form 4") inadvertently incorrectly stated the number of shares of Common Stock beneficially owned following the transaction reported therein due to an administrative error. The amounts reported in Column 5 of Table I herein have been corrected to reflect the number of shares beneficially owned as of April 5, 2022. This Form 4 is deemed to amend the Form 4s filed by the reporting person on May 20, 2022, July 6, 2022, October 7, 2022 and January 9, 2023 (the "Subsequent Form 4s") to increase the number of shares reported as beneficially owned after each reported transaction by 122,706 shares. As of the date of this filing, the reporting person beneficially owns 842,251 shares directly.
( 3 )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. This Form 4 amends the Original Form 4, and is deemed to amend the Subsequent Form 4s, to include the shares reported as indirectly owned on this Form 4 and add S3 Fund III, S3 GPLP III and S3 III LLC as reporting persons.

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