SMITH MICRO SOFTWARE, INC. — Major Shareholding Notification 2020

Feb 7, 2020

SC 13G/A 1 smsi_13ga.htm SMSI 13G/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Smith Micro
Software, Inc.
(Name of Issuer)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
832154207
(CUSIP Number)
December
31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
ý	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 7 Pages)

---

*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).

Field: Page; Sequence: 2

Field: /Page

1	NAME OF REPORTING PERSON Hudson Bay Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 100 shares of Common Stock issuable upon exercise of
warrants
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 100 shares of Common Stock issuable upon exercise of
warrants
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 shares of Common Stock issuable upon exercise of
warrants
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.01%
12	TYPE OF REPORTING PERSON PN

Field: Page; Sequence: 3

Field: /Page

1	NAME OF REPORTING PERSON Sander Gerber
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	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 100 shares of Common Stock issuable upon exercise of
warrants
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 100 shares of Common Stock issuable upon exercise of
warrants
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 shares of Common Stock issuable upon exercise of
warrants
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.01%
12	TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 4

Field: /Page

Item 1(a).
The name of the issuer is Smith Micro Software, Inc., a Delaware corporation (the " Company ").

Item 1(b).
The Company's principal executive offices are located at 5800 Corporate Drive, Pittsburgh, PA 15237.

Item 2(a).
This statement is filed by Hudson Bay Capital Management LP (the " Investment Manager ") and Mr. Sander Gerber (" Mr. Gerber "), who are collectively referred to herein as " Reporting Persons ."

Item 2(b).
The address of the business office of each of the Reporting Persons is 777 Third Avenue, 30th Floor, New York, NY 10017.

Item 2(c).
The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.

Item 2(d).
Common Stock, par value $0.001 per share (the " Common Stock ").

Item 2(e).
832154207

Item 3. — (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)	ý	Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

Field: Page; Sequence: 5

Field: /Page

(g)	ý	Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	Savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)	¨	Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)	¨	Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

| Item 4. |
| --- |
| The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. |
| The Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2019 filed with the Securities and Exchange Commission on November 1, 2019, reports that the total number of
outstanding shares of Common Stock as of October 30, 2019 was 38,502,511. The percentage set forth on row (11) of the cover page
for each Reporting Person is based on the Company's total number of outstanding shares of Common Stock and assumes the exercise
of warrants held by Hudson Bay Master Fund Ltd. (the " Securities "). The Investment Manager, which serves as the investment
manager to Hudson Bay Master Fund Ltd., in whose name the Securities are held, may be deemed to be the beneficial owner of all
shares of Common Stock underlying the Securities held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of
Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of
these securities. |

Item 5.
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: ý

Item 6.
See Item 4.

Item 7.
Not applicable.

Field: Page; Sequence: 6

Field: /Page

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

Field: Page; Sequence: 7

Field: /Page

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 7, 2020

HUDSON BAY CAPITAL MANAGEMENT LP
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER