UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Smith Micro Software, Inc.
(Name of Issuer)
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Common Stock, $0.001 par value |
| (Title of Class of Securities) |
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832154207 |
| (CUSIP Number) |
|
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| December 31, 2017 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP
No. 832154207
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SCHEDULE 13G/A
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Page 2
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Unterberg Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,462,317
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,462,317
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%*
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12
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TYPE OF REPORTING PERSON
IA
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*Please see Item 4
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CUSIP
No. 832154207
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SCHEDULE 13G/A
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Page 3
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Unterberg Koller Capital Fund LP
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,462,317
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,462,317
|
|||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%*
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12
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TYPE OF REPORTING PERSON
PN
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*Please see Item 4
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CUSIP
No. 832154207
|
SCHEDULE 13G/A
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Page 4
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Thomas I. Unterberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Unites States
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,462,317
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,462,317
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%*
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|||
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12
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TYPE OF REPORTING PERSON
IN
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|||
*Please see Item 4
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CUSIP
No. 832154207
|
SCHEDULE 13G/A
|
Page 5
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Ross A. Koller
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
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||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,462,317
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,462,317
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%*
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|||
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12
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TYPE OF REPORTING PERSON
IN
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|||
*Please see Item 4
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CUSIP
No. 832154207
|
SCHEDULE 13G/A
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Page 6
of 9 Pages
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| Item 1. | (a) Name of Issuer |
Smith Micro Software, Inc. (the "Company")
| (b) Address of Issuer’s Principal Executive Offices |
The Company's principal executive offices are located at 51 Columbia, Aliso Viejo, CA 92656.
| Item 2. | (a) Name of Person Filing |
This statement is filed by:
(i) Unterberg Capital, LLC;
(ii) Unterberg Koller Capital Fund LP;
(iii) Thomas I. Unterberg; and
(iv) Ross A. Koller
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
| (b) Address of Principal Business Office, or, if none, Residence |
The address of the business office of each of the Reporting Persons is 445 Park Ave, Room 901, New York, NY 10022.
| (c) Citizenship |
Unterberg Capital, LLC is a Delaware limited liability company. Unterberg Koller Capital Fund LP is a Delaware limited partnership. Each of Thomas I. Unterberg and Ross A. Koller is a United States citizen.
| (d) Title of Class of Securities |
Common Stock, $0.001 par value (the "Common Stock").
| (e) CUSIP No.: |
832154207
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CUSIP
No. 832154207
|
SCHEDULE 13G/A
|
Page 7
of 9 Pages
|
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) | o | 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); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
If this statement is filed pursuant to 13d-1(c), check this box:
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CUSIP
No. 832154207
|
SCHEDULE 13G/A
|
Page
8 of 9 Pages
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Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Unterberg Capital, LLC holds shares and share equivalents issuable from warrants on behalf of Unterberg Koller Capital Fund LP (1,115,317 common shares, 347,000 warrants). The ability of the Reporting Persons to convert the warrants into common shares is subject to Blocker Provisions. Specifically, the warrants may only be converted to the extent that the conversion would not cause any of the Reporting Persons to be the beneficial owners of greater than 9.99% of the outstanding shares of the issuer's Common Stock. As a result of the Blocker, as of the date hereof, 347,000 Shares are issuable upon conversion of the warrants and such shares are included in the beneficial ownership calculations reported herein.
The Reporting Persons may be deemed to be the beneficial owners of 1,462,317 shares of common stock, which includes 347,000 shares of common stock if 347,000 warrants were exercised. The percentage of beneficial ownership herein is determined by dividing the number of shares beneficially owned by Unterberg Capital, LLC, 1,462,317, by 14,644,018, the number of shares outstanding, 14,297,018 plus 347,000, the number of shares that could be acquired if certain warrants were exercised.
Unterberg Capital, LLC
(a) Amount beneficially owned: 1,462,317
(b) Percent of class: 9.99%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,462,317
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,462,317
Unterberg Koller Capital Fund LP
(a) Amount beneficially owned: 1,462,317
(b) Percent of class: 9.99%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,462,317
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,462,317
Thomas I. Unterberg
(a) Amount beneficially owned: 1,462,317
(b) Percent of class: 9.99%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,462,317
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,462,317
Ross A. Koller
(a) Amount beneficially owned: 1,462,317
(b) Percent of class: 9.99%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,462,317
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,462,317
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ]
Item 6. Ownership of More Than Five 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. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 832154207
|
SCHEDULE 13G/A
|
Page 9
of 9 Pages
|
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.
Date: February 5, 2018
| Unterberg Capital, LLC | |||
| By: | Thomas I. Unterberg | ||
| Name: | Thomas I. Unterberg | ||
| Title: | Chairman | ||
| Unterberg Koller Capital Fund LP | |||
| By: Unterberg Capital, LLC | |||
| By: | Thomas I. Unterberg | ||
| Name: | Thomas I. Unterberg | ||
| Title: | Chairman | ||
| Thomas I. Unterberg, Individually | |||
| By: | Thomas I. Unterberg | ||
| Name: | Thomas I. Unterberg | ||
| Ross A. Koller, Individually | |||
| By: | Ross A. Koller | ||
| Name: | Ross A. Koller | ||