| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/13/2021 | 3. Issuer Name and Ticker or Trading Symbol ALKAMI TECHNOLOGY, INC. [ ALKT ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 6,513 | (1) | I | See footnotes(2)(4) |
| Series A Preferred Stock | (1) | (1) | Common Stock | 5,578 | (1) | I | See footnotes(3)(4) |
| Series D Preferred Stock | (5) | (5) | Common Stock | 320,387 | (5) | I | See footnotes(2)(4) |
| Series D Preferred Stock | (5) | (5) | Common Stock | 169,185 | (5) | I | See footnotes(3)(4) |
| Series E Preferred Stock | (6) | (6) | Common Stock | 168,504 | (6) | I | See footnotes(2)(4) |
| Series E Preferred Stock | (6) | (6) | Common Stock | 134,016 | (6) | I | See footnotes(3)(4) |
| Explanation of Responses: |
| 1. Each share of Series A Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. |
| 2. Shares held by MissionOG Fund II, L.P. |
| 3. Shares held by MissionOG Parallel Fund II, L.P. |
| 4. The Reporting Person serves as Managing Partner and Chairman of MissionOG and may be deemed to have beneficial ownership of the shares held by MissionOG Fund II, L.P. and MissionOG Parallel Fund II, L.P. The Reporting Person disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. |
| 5. Each share of Series D Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. |
| 6. Each share of Series E Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Douglas A. Linebarger, as Attorney-in-Fact for H. Eugene Lockhart | 04/13/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
