| 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)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/13/2021 |
3. Issuer Name and Ticker or Trading Symbol
ALKAMI TECHNOLOGY, INC. [ ALKT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 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) |
| Common Stock | 380,393 | I | See footnote(1) |
| Common Stock | 504,373 | I | See footnote(2) |
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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 | (3) | (3) | Common Stock | 50,000 | (3) | I | See footnote(1) |
| Series B Preferred Stock | (4) | (4) | Common Stock | 31,250 | (4) | I | See footnote(1) |
| Series C Preferred Stock | (5) | (5) | Common Stock | 42,731 | (5) | I | See footnote(1) |
| Stock Option (Right to Buy) | (6) | 11/18/2025 | Common Stock | 100,000 | 0.81 | D | |
| Stock Option (Right to Buy) | (7) | 11/02/2027 | Common Stock | 200,000 | 0.92 | D | |
| Stock Option (Right to Buy) | (8) | 11/02/2027 | Common Stock | 200,000 | 0.92 | D | |
| Stock Option (Right to Buy) | (9) | 12/11/2028 | Common Stock | 300,000 | 2.34 | D | |
| Stock Option (Right to Buy) | (10) | 02/20/2030 | Common Stock | 35,000 | 3.32 | D | |
| Stock Option (Right to Buy) | (11) | 03/13/2030 | Common Stock | 50,000 | 3.32 | D | |
| Stock Option (Right to Buy) | (12) | 02/05/2031 | Common Stock | 253,290 | 15.46 | D | |
| Explanation of Responses: |
| 1. Shares held by MH Trust, of which Reporting Person is trustee. |
| 2. Shares held by PH Trust, of which the Reporting Person's spouse and daughter are co-trustees. |
| 3. 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. |
| 4. Each share of Series B 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. |
| 5. Each share of Series C 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. The shares subject to the option are fully vested and exercisable. |
| 7. 1/3rd of the shares subject to the option vest on the third anniversary measured from June 1, 2017 (the "Vesting Commencement Date"), and 1/3rd of the shares vest annually thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fifth anniversary of the Vesting Commencement Date. |
| 8. 1/48th of the shares subject to the option vest on each monthly anniversary measured from June 1, 2017 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date. |
| 9. 1/60th of the shares subject to the option vest on each monthly anniversary measured from September 26, 2018 (the "Vesting Commencement Date") for forty-eight (48) months, and the remaining 20% of the shares vest on the fifth anniversary of the Vesting Commencement Date, such that 100% of the shares subject to the option will be fully vested and exercisable on the fifth anniversary of the Vesting Commencement Date. |
| 10. This option is early exercisable. 1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date. |
| 11. 25% of the shares subject to the option vested on December 31, 2020 (the "Vesting Commencement Date"), and the remaining shares vest 1/36th monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date. |
| 12. 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 5, 2021 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Douglas A. Linebarger, as Attorney-in-Fact for Michael D. Hansen | 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. | ||
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of (i) the Chief Executive Officer of Alkami
Technology, Inc., a Delaware corporation (the “Company”), who is currently Michael Hansen, (ii) the Company’s Chief Financial Officer, who is
currently W. Bryan Hill and (iii) the Company’s Chief Legal Officer, who is currently Douglas A. Linebarger, and their respective successors, signing singly, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:
| (1) |
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4 and 5 (including amendments
thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR;
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| (2) |
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 or Form ID and
timely file such forms (including amendments thereto) and application with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
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| (3) |
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
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The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the
undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are
based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) or
Form ID and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first
paragraph hereof (“Prior Powers of Attorney”), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney
is hereby revoked.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined in the first paragraph hereof dated as of a later date.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of March, 2021.
/s/ Michael Hansen
Michael Hansen