Sec Form 4 Filing - Syllantavos George @ Stellar Acquisition III Inc. - 2018-12-26

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Syllantavos George 2. Issuer Name and Ticker or Trading Symbol Stellar Acquisition III Inc. [ PHUN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PHUNWARE, INC., 7800 SHOAL CREEK BLVD, SUITE 230-S 3. Date of Earliest Transaction (MM/DD/YY) 12/26/2018 (Street) AUSTIN, TX78757 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 12/26/2018 J 123,632 ( 1 ) D $ 0 779,687 I ( 2 ) See Footnote ( 2 ) Common Stock 12/26/2018 J 89,702 ( 3 ) D $ 0 689,985 I ( 2 ) See Footnote ( 2 ) Common Stock 12/26/2018 J 310,495 ( 4 ) D $ 0 379,490 I ( 2 ) See Footnote ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant $ 11.5 12/26/2018 A 3,985,244 ( 5 ) 01/25/2019 08/23/2021 Common Stock 3,985,244 $ 0.5 ( 5 ) 3,985,244 I ( 2 ) See footnote ( 2 ) Warrant $ 11.5 12/26/2018 A 1,546,848 ( 6 ) 01/25/2019 08/23/2021 Common Stock 1,546,848 $ 0 ( 6 ) 5,532,092 I ( 2 ) See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Syllantavos George C/O PHUNWARE, INC. 7800 SHOAL CREEK BLVD, SUITE 230-S AUSTIN, TX78757 X X Magellan Investments Corp 90 KIFISSIAS AVENUE, MAROUSSI ATHENS, F415125 Former Principal Stockholder Firmus Investments Inc 90 KIFISSIAS AVENUE, MAROUSSI ATHENS, F415125 Former Principal Stockholder Signatures /s/ George Syllantavos 12/28/2018 Signature of Reporting Person Date /s/ George Syllantavos Authorized Person, Magellan Investments Corp. 12/28/2018 Signature of Reporting Person Date /s/ George Syllantavos Authorized Person, Firmus Investments Inc. 12/28/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )To facilitate the business combination (the "Business Combination") between Stellar Acquisition III Inc. (the "Issuer") and Phunware Inc. ("Phunware") consummated on December 26, 2018, Magellan Investments Corp. and Firmus Investments Inc. (the "Sponsors") agreed to assign an aggregate of 123,632 shares of common stock issued to the Sponsors in 2016 (the "Sponsor Shares") to certain investor. ( 2 )George Syllantavos is the sole officer and director of each of the Sponsors and accordingly is deemed the beneficial owner of the shares held by the Sponsors and has sole voting and dispositive control over such securities. ( 3 )In connection with the Business Combination, the Sponsors agreed to assign an aggregate of 89,702 Sponsor Shares to certain service providers. ( 4 )In connection with the Business Combination, the Sponsors agreed to forfeit an aggregate of 310,495 Sponsor Shares at no cost. ( 5 )The Sponsors acquired these warrants for a purchase price of $0.50 per warrant in connection with the Issuer's initial public offering. The warrants become eligible for exercise 30 days following the consummation of the Business Combination. Because the exercise of the warrants was contingent upon the closing of the Issuer's initial business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the consummation of the Business Combination on December 26, 2018. ( 6 )In connection with conversion of promissory notes previously issued to the Sponsors, the Sponsors were issued an aggregate of 1,546,848 warrants.

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