SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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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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. Date of Event Requiring Statement (Month/Day/Year)
12/26/2018

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

4. 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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	338,946	I	See footnote⁽¹⁾
Common Stock	10,545	I	See footnote⁽²⁾
Common Stock	2,636	I	See footnote⁽³⁾
Common Stock	2,636	I	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁵⁾	02/24/2023	Common Stock	114,750	$0.5532	D
Employee Stock Option (right to buy)	⁽⁶⁾	01/08/2028	Common Stock	293,760	$0.61	D
Warrant (right to buy)	⁽⁷⁾	01/25/2023	Common Stock	2,712	$9.22	I	See footnote⁽¹⁾
Warrant (right to buy)	⁽⁷⁾	01/25/2023	Common Stock	10,850	$9.22	I	See footnote⁽²⁾
Warrant (right to buy)	⁽⁷⁾	01/25/2023	Common Stock	2,712	$9.22	I	See footnote⁽³⁾
Warrant (right to buy)	⁽⁸⁾	12/26/2023	Common Stock	208,892	$11.5	I	See footnote⁽¹⁾
Warrant (right to buy)	⁽⁸⁾	12/26/2023	Common Stock	6,499	$11.5	I	See footnote⁽²⁾
Warrant (right to buy)	⁽⁸⁾	12/26/2023	Common Stock	1,624	$11.5	I	See footnote⁽³⁾
Warrant (right to buy)	⁽⁸⁾	12/26/2023	Common Stock	1,624	$11.5	I	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 (#1) for which the reporting person serves as president.

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

5. Shares subject to the option are fully vested and immediately exercisable.

6. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares vested on January 1, 2018 and 1/48th vest monthly thereafter.

7. Shares subject to the warrant are immediately exercisable.

8. Shares subject to the warrant are exercisable beginning on January 26, 2019.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Brendhan Botkin, by power of attorney	01/02/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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