SMITH MICRO SOFTWARE, INC. — Major Shareholding Notification 2010

Feb 16, 2010

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 3)

SMITH MICRO SOFTWARE, INC.

(Name of Issuer)

Common Stock, $0.001 par value (Title of Class of Securities)

832154108 (CUSIP Number)

December 31, 2009 (Date of Event Which Requires Filing of this Statement)

Check appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

The information required on 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).

(Continued on following pages)

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CUSIP No. 832154108 13G Page 2 of 5 Pages

1	NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William W. Smith, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
	5	SOLE VOTING POWER
NUMBER OF		2,737,115 shares
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0 shares
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		2,737,115 shares
WITH	8	SHARED DISPOSITIVE POWER
		0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,737,115 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	8.2%
12	TYPE OF REPORTING PERSON*
	IN

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Page 3 of 5 Pages

link2 "Item 1. (a) NAME OF ISSUER"

Item 1. (a) NAME OF ISSUER

Smith Micro Software, Inc.

link2 "Item 1. (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES"

Item 1. (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

51 Columbia, Aliso Viejo, CA 92656

link2 "Item 2. (a) NAME OF PERSON FILING"

Item 2. (a) NAME OF PERSON FILING:

William W. Smith, Jr.

link2 "Item 2. (b) ADDRESS OF PRINCIPAL OFFICE"

Item 2. (b) ADDRESS OF PRINCIPAL OFFICE

51 Columbia, Aliso Viejo, CA 92656

link2 "Item 2. (c) CITIZENSHIP"

Item 2. (c) CITIZENSHIP:

USA

link2 "Item 2. (d) TITLE OF CLASS OF SECURITIES"

Item 2. (d) TITLE OF CLASS OF SECURITIES:

Common Stock, $0.001 par value

link2 "Item 2. (e) CUSIP NUMBER"

Item 2. (e) CUSIP NUMBER :

832154108

link2 "Item 3. Not applicable"

ITEM 3. Not applicable.

link2 "Item 4. OWNERSHIP"

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.

(a)
2,737,115 shares

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Page 4 of 5 Pages

(b)	Percent of Class:
	8.2%
(c)	Number of shares as to which such person has:

(i)	Sole power to vote or to direct the vote:
	2,737,115 shares
(ii)	Shared power to vote or to direct the vote:
	0 shares
(iii)	Sole power to dispose or to direct the disposition of:
	2,737,115 shares
(iv)	Shared power to dispose or to direct the disposition of:
	0 shares

link2 "Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS"

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 five percent of the class of securities, check the following o .

link2 "Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON"

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable.

link2 "Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY"

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

link2 "Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP"

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not applicable.

link2 "Item 9. NOTICE OF DISSOLUTION OF THE GROUP"

ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP

Not applicable.

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Page 5 of 5 Pages

link2 "Item 10. CERTIFICATION"

ITEM 10. CERTIFICATION

Not applicable.

link1 "SIGNATURE"

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 12, 2010
/s/ William W. Smith, Jr.
Signature
William W. Smith, Jr.
Name

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