SMITH MICRO SOFTWARE, INC. — Director's Dealing 2011

Feb 28, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SMITH MICRO SOFTWARE INC (SMSI)
CIK: 0000948708
Period of Report: 2011-02-22

Reporting Person: Lippincott Christopher G (SVP - Global Operations)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18740	Direct
Common Stock	28385	Direct
Common Stock	45311	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$12.55	2017-02-18	Common Stock (35000)		Direct

Footnotes

F1: Restricted Stock Grant of 50,000 shares dated 05/16/2008 vested monthly over 48 months. 15,625 shares unvested at 02/22/2011.

F2: Restricted Stock Grant of 50,000 shares on 03/02/2009. 50% were based on 2009 performance and will vested 25% on 02/24/2010 and the remainder in 36 successive equal monthly installments. The remaining 50% vest evenly over 48 months beginning April 2, 2009. A total of 25,801 shares are unvested at 02/22/2011.

F3: Restricted Stock Grant of 50,000 shares on 02/19/2010. 50% are based on 2010 performance and will vest 25% on the measurement date (late February/early March 2011) and the remainder in 36 successive equal monthly installments. The remaining 50% vests evenly over 48 months beginning March 19, 2010. A total of 43,750 shares are unvested at 02/22/2011.

F4: Options granted 02/19/2007 and vested over 4 years. All are currently exercisable.