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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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SMITH MICRO SOFTWARE, INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
832154405 (CUSIP Number) |

SCHEDULE 13D
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| CUSIP Number(s): | 832154405 |
| 1 |
Name of reporting person
SMITH WILLIAM W JR | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,695,827.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
37.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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 Executive Chairman of the Issuer's Board of Directors. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656. |
| (c) | William W. Smith, Jr. is the Executive Chairman of the Issuer's Board of Directors. 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 common stock purchase warrant exercisable for 2,236,136 shares of Common Stock and common stock purchase warrants which pursuant to certain adjustment provisions have become exercisable for an additional 87,048 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 293,520 shares (0.9% of the Common Stock) and shared voting and dispositive power over 11,402,307 shares (36.4% of the Common Stock), including 5,884,633 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 11,695,827 shares (or 37.3%) of the Common Stock.
The above calculations are based on 25,433,247 shares of common stock outstanding as of May 26, 2026, as reflected in the records of the Issuer's transfer agent and 5,884,633 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 293,520 shares (0.9% of the Common Stock) and shared voting and dispositive power over 11,402,307 shares (36.4% of the Common Stock), including 5,884,633 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 11,695,827 shares (or 37.3%) of the
Common Stock.
The above calculations are based on 25,433,247 shares of common stock outstanding as of May 26, 2026, as reflected in the records of the Issuer's transfer agent and 5,884,633 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 April 27, 2026, 1,618 shares of Common Stock were withheld from Mr. Smith, at an average vesting price of $0.70 per share, for the payment of income taxes.
On May 14, 2026, 1,618 shares of Common Stock were withheld from Mr. Smith, at an average vesting price of $0.8685 per share, for the payment of income taxes.
On May 26, 2026, the Issuer's shareholders approved matters related to that certain warrant dated November 7, 2025 held by the Smith Living Trust for investment purposes, which warrant became exercisable for 2,236,136 shares upon such shareholder approval.
On May 26, 2026, the Issuer's shareholders approved matters related to warrants dated September 11 and September 17, 2025 held by the Smith Living Trust for investment purposes, which warrants were originally exercisable for 986,342 shares of Common Stock and became exercisable for an additional 87,048 shares upon such shareholder approval. Accordingly, these warrants are exercisable for 1,073,390 shares of Common Stock. |
| (d) | Item 5(d) is hereby amended and restated as follows:
As identified above, 11,402,307 shares are held in the name of the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees, including 5,884,633 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 Common Stock Purchase Warrants by and between the Issuer and the Smith Living Trust, dated September 11, 2025 and September 17, 2025 respectively, incorporated by reference to Exhibit 4.1 of the Issuer's Current Report on Form 8-K filed on September 17, 2025. https://www.sec.gov/Archives/edgar/data/948708/000143774925029302/ex_862123.htm
Exhibit 7.2 - Form of Private Placement Common Stock Purchase Warrant by and between the Issuer and the Smith Living Trust, dated November 7, 2025, incorporated by reference to Exhibit 4.2 of the Issuer's Current Report on Form 8-K filed on November 10, 2025. https://www.sec.gov/Archives/edgar/data/948708/000143774925034101/ex_885099.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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