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Filing Details

Accession Number:: 0001140361-25-003455
Form Type:: 13G Filing
Publication Date:: 2025-02-05 19:00:00

Filed By:: Brian R. Smith
Company:: Alkami Technology Inc.
Filing Date:: 2025-02-06
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Aggregate Shares	Percent of Class
Brian R. Smith	14,759,550	14.69%
S3 Ventures Fund III, L.P.	14,218,240	14.15%
S3 Ventures Fund GPLP III, L.P.	14,218,240	14.15%
S3 Ventures III, L.L.C.	14,218,240	14.15%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

ALKAMI TECHNOLOGY, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

01644J108

(CUSIP Number)

12/31/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

01644J108

Names of Reporting Persons

Brian R. Smith

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 541,310.00
6	Shared Voting Power 14,218,240.00
7	Sole Dispositive Power 541,310.00
8	Shared Dispositive Power 14,218,240.00

Aggregate Amount Beneficially Owned by Each Reporting Person

14,759,550.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

14.69 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: [1] For purposes of calculating beneficial ownership in this statement on this Schedule 13G/A as of December 31, 2024, the total number of shares of Common Stock outstanding is 100,496,654 as of September 30, 2024, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed on October 31, 2024 with the Securities and Exchange Commission. The percentage provided represents the number of shares of Common Stock beneficially owned by the applicable Reporting Person divided by the number of shares of Common Stock outstanding as reported by the Issuer.

SCHEDULE 13G

CUSIP No.

01644J108

Names of Reporting Persons

S3 Ventures Fund III, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 14,218,240.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,218,240.00

Aggregate Amount Beneficially Owned by Each Reporting Person

14,218,240.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

14.15 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

01644J108

Names of Reporting Persons

S3 Ventures Fund GPLP III, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 14,218,240.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,218,240.00

Aggregate Amount Beneficially Owned by Each Reporting Person

14,218,240.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

14.15 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

01644J108

Names of Reporting Persons

S3 Ventures III, L.L.C.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 14,218,240.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,218,240.00

Aggregate Amount Beneficially Owned by Each Reporting Person

14,218,240.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

14.15 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

ALKAMI TECHNOLOGY, INC.

(b)

Address of issuer's principal executive offices:

5601 Granite Parkway, Suite 120, Plano, Texas, 75204

Item 2.

(a)

Name of person filing:

This statement on Schedule 13G/A is filed by Brian R. Smith, S3 Ventures Fund III, L.P. ("S3 Fund III"), S3 Ventures GPLP III, L.P. ("S3 GPLP III") and S3 Ventures III, L.L.C. ("S3 III LLC" and, collectively with Brian R. Smith, S3 Fund III, S3 GPLP III, the "Reporting Persons"). S3 GPLP III is the general partner of S3 Fund III. S3 III LLC is the General Partner of S3 GPLP III. Brian R. Smith is the Managing Director of S3 III LLC. Each of S3 GPLP III, S3 III LLC and Mr. Smith may be deemed to have beneficial ownership of the shares held by S3 Fund III.

(b)

Address or principal business office or, if none, residence:

The address of the principal business office of each of the Reporting Persons is 6300 Bridge Point Pkwy Building 1, Suite 405, Austin, TX 78730.

(c)

Citizenship:

Please refer to Item 4 on each cover sheet for each filing person.

(d)

Title of class of securities:

Common Stock, $0.001 par value per share

(e)

CUSIP No.:

01644J108

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

For purposes of calculating beneficial ownership in this statement on this Schedule 13G/A, the total number of shares of Common Stock outstanding is 100,496,654 as of September 30, 2024, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed on October 31, 2024 with the Securities and Exchange Commission. As of December 31, 2024: Please refer to Item 9 on each cover sheet for each filing person.

(b)

Percent of class:

Please refer to Item 11 on each cover sheet for each filing person.

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

Sole power to vote or to direct the vote: Please refer to Item 5 on each cover sheet for each filing person.

(ii) Shared power to vote or to direct the vote:

Shared power to vote or to direct the vote: Please refer to Item 6 on each cover sheet for each filing person.

(iii) Sole power to dispose or to direct the disposition of:

Sole power to dispose or to direct the disposition of: Please refer to Item 7 on each cover sheet for each filing person.

(iv) Shared power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of: Please refer to Item 8 on each cover sheet for each filing person.

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

Not Applicable

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.

Brian R. Smith

Signature:	/s/ Brian R. Smith
Name/Title:	Brian R. Smith
Date:	02/06/2025

S3 Ventures Fund III, L.P.

Signature:	S3 Ventures GPLP III, L.P.
Name/Title:	its General Partner
Date:	02/06/2025

Signature:	S3 Ventures III, L.L.C.
Name/Title:	its Manager
Date:	02/06/2025

Signature:	/s/ Brian R. Smith
Name/Title:	Brian R. Smith, Manager
Date:	02/05/2025

S3 Ventures Fund GPLP III, L.P.

Signature:	S3 Ventures III, L.L.C
Name/Title:	its Manager
Date:	02/06/2025

Signature:	/s/ Brian R. Smith
Name/Title:	Brian R. Smith, Manager
Date:	02/06/2025

S3 Ventures III, L.L.C.

Signature:	/s/ Brian R. Smith
Name/Title:	Brian R. Smith, Manager
Date:	02/06/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement dated as of February 9, 2022, by and among S3 Ventures Fund III, L.P., S3 Ventures GPLP III, L.P., S3 Ventures III, L.L.C., and Brian R. Smith (incorporated by reference herein from Exhibit 99.1 to the Schedule G filed with the SEC by the Reporting Persons with respect to the Issuer on February 9, 2022).