| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
SMITH MICRO SOFTWARE, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
5800 CORPORATE DRIVE, PITTSBURGH,
PENNSYLVANIA
, 15237. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed by William W. Smith, Jr. |
| (b) | William W. Smith, Jr. is the Chairman of the Issuer's Board of Directors and President and Chief
Executive Officer of the Issuer. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350,
Aliso Viejo, CA 92656. |
| (c) | William W. Smith, Jr. is the Chairman of the Issuer's Board of Directors and President and Chief
Executive Officer of the Issuer. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350,
Aliso Viejo, CA 92656. |
| (d) | During the past five years, William W. Smith, Jr. has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, William W. Smith, Jr. has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or
is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws. |
| (f) | USA |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The shares of Common Stock covered by this filing include shares purchased in the open market
from time to time by William W. Smith, Jr. using personal funds, when permitted to do so under the
terms of the Issuer's policies, including its Insider Trading Policy, shares acquired by him from the
Issuer pursuant to private placement offerings of Common Stock and warrants exercisable for
shares of Common Stock, stock splits, shares issued to him by the Issuer as compensation, and
shares sold in the open market or transferred by William W. Smith, Jr. to the Smith Living Trust.
The shares of Common Stock covered by this filing also include those of such shares held by the
Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule is hereby amended to add the following:
As noted in the Explanatory Note, the Smith Living Trust purchased for investment purposes
a convertible note which may be converted into 6,743,371 shares of Common Stock and a
common stock purchase warrant exercisable for 8,818,254 shares of Common Stock of the
Issuer. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows:
William W. Smith, Jr. has sole voting and dispositive power over 301,699 shares (1.0% of
the Common Stock) and shared voting and dispositive power over 9,079,123 shares
(31.2% of the Common Stock), including 3,561,449 shares of common stock not outstanding
which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of
warrants. The shares over which Mr. Smith has shared voting and dispositive power are held by
the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees.
In the aggregate, William W. Smith, Jr. has beneficial ownership of 9,380,822 shares (or 32.3%)
of the Common Stock.
The above calculations are based on 25,499,217 shares of common stock outstanding as of
March 8, 2026, as reflected in the records of the Issuer's transfer agent and 3,561,449 shares of
common stock not outstanding which the Smith Living Trust has the right to acquire within sixty
(60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i). |
| (b) | Item 5(b) is hereby amended and restated as follows:
William W. Smith, Jr. has sole voting and dispositive power over 301,699 shares (1.0%of
the Common Stock) and shared voting and dispositive power over 9,079,123 shares
(31.2% of the Common Stock), including 3,561,449 shares of common stock not outstanding which
the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of
warrants. The shares over which Mr. Smith has shared voting and dispositive power are held by
the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees.
In the aggregate, William W. Smith, Jr. has beneficial ownership of 9,380,822 shares (or 32.3%) of
the Common Stock.
The above calculations are based on 25,499,217 shares of common stock outstanding as of
March 8, 2026, as reflected in the records of the Issuer's transfer agent and 3,561,449 shares of
common stock not outstanding which the Smith Living Trust has the right to acquire within sixty
(60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i). |
| (c) | On February 21, 2026, Mr. Smith forfeited 9,706 shares of Common Stock under the
performance-based vesting conditions of a restricted stock award.
On February 27, 2026, 43,366 shares of Common Stock were withheld from Mr. Smith, at an
average vesting price of $0.523 per share, for the payment of income taxes.
On March 4, 2026, Mr. Smith forfeited 12,626 shares of Common Stock under the performancebased
vesting conditions of a restricted stock award.
On March 10, 2026, the Smith Living Trust purchased for investment purposes a convertible note
which may be converted into 6,743,371 shares of Common Stock and a common stock purchase
warrant exercisable for 8,818,254 shares of Common Stock of the Issuer. |
| (d) | Item 5(d) is hereby amended and restated as follows:
As identified above, 9,079,123 shares are held in the name of the Smith Living Trust, for which Mr.
Smith and his spouse are co-trustees, including 3,561,449 shares of common stock not
outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the
exercise of warrants. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is hereby amended to add the following information:
Items 5(a), 5(b), 5(c) and 5(d) are incorporated by reference herein. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 7.1 - Form of Secured Convertible Note by and between the Company and the Smith Living Trust, dated March 10, 2026, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 4, 2026 (the "March 4, 2026 8-K")
https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/ex_928306.htm
Exhibit 7.2 - Form of Common Stock Purchase Warrant by and between the Company and the Smith Living Trust, dated March 10, 2026, incorporated by reference to Exhibit 4.1 to the March 4, 2026 8-K
https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/ex_928304.htm
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