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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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OMB APPROVAL
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| GENERAL ATLANTIC GENPAR (BERMUDA), L.P. |
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2. Issuer Name and Ticker or Trading Symbol
ALKAMI TECHNOLOGY, INC. [ALKT]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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C/O CONYERS CLIENT SERVICES LIMITED,, CLARENDON HOUSE, 2 CHURCH STREET |
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2021 |
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HAMILTON, D0 HM 11 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
04/20/2021 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.001 per share ("Common Stock") | 04/16/2021 |
| C (1) |
| 275,018 | A | (1) | 18,729,806 | I | See footnote (2) (3) (4) |
| Common Stock | 04/16/2021 |
| C (5) |
| 10,993,777 | A | (5) | 18,729,806 | I | See footnote (2) (3) (4) |
| Common Stock | 04/16/2021 |
| C (6) |
| 7,521,011 | A | (6) | 18,729,806 | I | See footnote (2) (3) (4) |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Series A Preferred Stock | (1) | 04/16/2021 |
| C |
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| 275,018 |
(1) |
(1) | Common Stock | 275,018 | (1) |
0
| I | See footnote (2) (3) (4) |
| Series D Preferred Stock | (5) | 04/16/2021 |
| C |
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| 10,993,777 |
(5) |
(5) | Common Stock | 10,993,777 | (5) |
0
| I | See footnote (2) (3) (4) |
| Series E Preferred Stock | (6) | 04/16/2021 |
| C |
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| 7,521,011 |
(6) |
(6) | Common Stock | 7,521,011 | (6) |
0
| I | See footnote (2) (3) (4) |
Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
C/O CONYERS CLIENT SERVICES LIMITED,
CLARENDON HOUSE, 2 CHURCH STREET
HAMILTON, D0 HM 11 |
X
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X
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GAP (Bermuda) LTD
C/O GENERAL ATLANTIC SERVICE COMPANY
55 EAST 52ND ST. 32ND FLOOR
NEW YORK, NY 10055 |
X
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X
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GAP Coinvestments CDA, L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY 10055 |
X
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X
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General Atlantic (AL), L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY 10055 |
X
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X
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General Atlantic (SPV) GP, LLC
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY 10055 |
X
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X
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Signatures
| /s/ J. Frank Brown | |
04/21/2021 |
| **Signature of Reporting Person | Date |
| /s/ J. Frank Brown | |
04/21/2021 |
| **Signature of Reporting Person | Date |
| /s/ J. Frank Brown | |
04/21/2021 |
| **Signature of Reporting Person | Date |
| /s/ J. Frank Brown | |
04/21/2021 |
| **Signature of Reporting Person | Date |
| /s/ J. Frank Brown | |
04/21/2021 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Represents the automatic conversion of Series A preferred stock into Common Stock on a 1-for-1 basis immediately prior to the closing of the initial public offering of Alkami Technology Inc. (the ?Issuer?). |
| (2) | Reflects securities held directly by General Atlantic (AL), L.P. ("GA AL"), a Delaware limited partnership. The limited partners of GA AL are the following investment funds (the "GA Funds"): General Atlantic Partners 100, L.P., a Delaware limited partnership ("GAP 100"), General Atlantic Partners (Bermuda) EU, L.P., a Bermuda limited partnership ("GAP Bermuda EU"), General Atlantic Partners (Lux), SCSp, a Luxembourg special limited partnership ("GAP Lux"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), and GAP Coinvestments V, LLC, a Delaware limited liability company ("GAPCO V"). |
| (3) | The general partner of GA AL is General Atlantic (SPV) GP, LLC, a Delaware limited liability company (?GA SPV?). The general partner of GAP Lux is General Atlantic GenPar (Lux) SCSp, a Luxembourg special limited partnership (?GA GenPar Lux?) and the general partner of GA GenPar Lux is General Atlantic (Lux) S.? r.l., a Luxembourg company (?GA Lux?). The general partner of GAP Bermuda EU and the sole shareholder of GA Lux is General Atlantic GenPar (Bermuda), L.P., a Bermuda limited partnership (?GenPar Bermuda?). GAP (Bermuda) Limited (?GAP (Bermuda) Limited?) is the general partner of GenPar Bermuda. |
| (4) | The general partner of GAP 100 is General Atlantic GenPar, L.P., a Delaware limited partnership (?GA GenPar?). General Atlantic LLC, a Delaware limited liability company (?GA LLC?) is the general partner of GA GenPar and GAPCO CDA, the managing member of GAPCO III, GAPCO IV and GAPCO V, and the sole member of GA SPV. There are nine members of the management committee of GA LLC (the ?GA Management Committee?). The members of the GA Management Committee are also the members of the management committee of GAP (Bermuda) Limited. Each of the members of the GA Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein. |
| (5) | Represents the automatic conversion of Series D preferred stock into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer?s initial public offering. |
| (6) | Represents the automatic conversion of Series E preferred stock into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer?s initial public offering. |
Remarks:
GA AL, the GA Funds, GA SPV, GA GenPar Lux, GA Lux, GenPar Bermuda, GAP (Bermuda) Limited, GA GenPar, and GA LLC may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. This amendment is being filed to add a reporting person, reflect the conversion in the Price column in Table I, and reflect the same transactions in Table II. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. // Form 2 of 2 |
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