SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KNITOWSKI ALAN S

(Last)

(First)

(Middle)

C/O PHUNWARE, INC.

7800 SHOAL CREEK BLVD, SUITE 230-S

(Street)

AUSTIN

78757

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Phunware, Inc. [ PHUN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2019		X		195,980	A	$11.5	550,743	I⁽⁵⁾	See footnote⁽¹⁾
Common Stock	02/19/2019		X		2,712	A	$9.22	553,455	I⁽⁶⁾	See footnote⁽¹⁾
Common Stock	02/19/2019		X		6,097	A	$11.5	559,552	I⁽⁷⁾	See footnote⁽²⁾
Common Stock	02/19/2019		X		10,850	A	$9.22	570,402	I⁽⁸⁾	See footnote⁽²⁾
Common Stock	02/19/2019		X		1,523	A	$11.5	571,925	I⁽⁹⁾	See footnote⁽³⁾
Common Stock	02/19/2019		X		2,712	A	$9.22	574,637	I⁽¹⁰⁾	See footnote⁽³⁾
Common Stock	02/19/2019		X		1,523	A	$11.5	576,160	I⁽¹¹⁾	See footnote⁽⁴⁾

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)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$11.5	02/19/2019		X			208,892	12/26/2018	12/26/2023	Common Stock	208,892	$0	0	I⁽⁵⁾	See footnote⁽¹⁾
Warrant (right to buy)	$9.22	02/19/2019		X			2,712	01/25/2018	01/25/2023	Common Stock	2,712	$9.22	0	I⁽⁶⁾	See footnote⁽¹⁾
Warrant (right to buy)	$11.5	02/19/2019		X			6,499	12/26/2018	12/26/2023	Common Stock	6,097	$0	0	I⁽⁷⁾	See footnote⁽²⁾
Warrant (right to buy)	$9.22	02/19/2019		X			10,850	01/25/2018	01/25/2023	Common Stock	10,850	$9.22	0	I⁽⁸⁾	See footnote⁽²⁾
Warrant (right to buy)	$11.5	02/19/2019		X			1,624	12/26/2018	12/26/2023	Common Stock	1,523	$0	0	I⁽⁹⁾	See footnote⁽³⁾
Warrant (right to buy)	$9.22	02/19/2019		X			2,712	01/25/2018	01/25/2023	Common Stock	2,712	$9.22	0	I⁽¹⁰⁾	See footnote⁽³⁾
Warrant (right to buy)	$11.5	02/19/2019		X			1,624	12/26/2018	12/26/2023	Common Stock	1,523	$11.5	0	I⁽¹¹⁾	See footnote⁽⁴⁾

Explanation of Responses:

1. The shares are held of record by Cane Capital, LLC for which the reporting person serves as president.

2. The shares are held of record by Curo Capital Appreciation Fund I, LLC (Fund 2) for which the reporting person serves as president.

3. The shares are held of record by Curo Capital Appreciation Fund I, LLC (Fund 1) for which the reporting person serves as president.

4. The shares are held of record by Curo Capital Appreciation Fund I, LLC (#1) for which the reporting person serves as president.

5. On February 19, 2019, the reporting person exercised a warrant to purchase 208,892 shares of Phunware, Inc. common stock for 11.50 a share. The reporting person paid the exercise price on a cashless basis, resulting in Phunware, Inc.'s withholding of 12,912 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 195,980 shares

6. On February 19, 2019, the reporting person exercised a warrant to purchase 2,712 shares of Phunware, Inc. common stock for $9.22 a share. The reporting person paid the execercise price in cash.

7. On February 19, 2019, the reporting person exercised a warrant to purchase 6,499 shares of Phunware, Inc. common stock for $11.50 a share. The reporting person paid the exercise price on a cashless basis, resulting in Phunware, Inc.'s withholding of 402 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 6,097 shares

8. On February 19, 2019, the reporting person exercised a warrant to purchase 10,850 shares of Phunware, Inc. common stock for $9.22 a share. The reporting person paid the exercise price in cash.

9. On February 19, 2019, the reporting person exercised a warrant to purchase 1,624 shares of Phunware, Inc. common stock for $11.50 a share. The reporting person paid the exercise price on a cashless basis, resulting in Phunware, Inc.'s withholding of 101 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,523 shares

10. On February 19, 2019, the reporting person exercised a warrant to purchase 2,712 shares of Phunware, Inc. common stock for $9.22 a share. The reporting person paid the exercise price in cash.

11. On February 19, 2019, the reporting person exercised a warrant to purchase 1,624 shares of Phunware, Inc. common stock for $11.50 a share. The reporting person paid the exercise price on a cashless basis, resulting in Phunware, Inc.'s withholding of 101 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,523 shares

	/s/ Matt Aune, Attorney-in-Fact	03/25/2019
	** 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 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).
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