Sec Form 4 Filing - Tsirigakis Prokopios Akis @ Stellar Acquisition III Inc. - 2018-12-26

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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
Tsirigakis Prokopios Akis
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 126,368 ( 1 ) D $ 0 796,957 I ( 2 ) See Footnote ( 2 )
Common Stock 12/26/2018 J 91,689 ( 3 ) D $ 0 705,268 I ( 2 ) See Footnote ( 2 )
Common Stock 12/26/2018 J 317,371 ( 4 ) D $ 0 387,897 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 J 295,113 ( 6 ) 01/25/2019 08/23/2021 Common Stock 295,113 $ 0 ( 6 ) 3,690,131 I ( 2 ) See footnote ( 2 )
Warrant $ 11.5 12/26/2018 A 664,742 ( 7 ) 01/25/2019 08/23/2021 Common Stock 664,742 $ 0 ( 7 ) 4,354,873 I ( 2 ) See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tsirigakis Prokopios Akis
C/O PHUNWARE, INC.
7800 SHOAL CREEK BLVD, SUITE 230-S
AUSTIN, TX78757
X X
Astra Maritime Corp
90 KIFISSIAS AVENUE, MAROUSSI
ATHENS, F415125
Former Principal Stockholder
Dominium Investments Inc
90 KIFISSIAS AVENUE, MAROUSSI
ATHENS, F415125
Former Principal Stockholder
Signatures
/s/ Prokopios (Akis) Tsirigakis 12/28/2018
Signature of Reporting Person Date
/s/ Prokopios (Akis) Tsirigakis, Authorized Person, Astra Maritime Corp. 12/28/2018
Signature of Reporting Person Date
/s/ Prokopios (Akis) Tsirigakis, Authorized Person, Dominium 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, Astra Maritime Corp. and Dominium Investments Inc. (the "Sponsors") agreed to assign an aggregate of 126,368 shares of common stock issued to them in 2016 (the "Sponsor Shares") to certain investor.
( 2 )Prokopios (Akis) Tsirigakis 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 91,689 Sponsor Shares to certain service providers.
( 4 )In connection with the Business Combination, the Sponsors agreed to forfeit an aggregate of 317,371 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 )To facilitate the Business Combination, the Sponsors agreed to assign 250,000 of the warrants it previously held to certain investor and 45,113 of such warrants to certain service provider.
( 7 )In connection with conversion of promissory notes previously issued to the Sponsors, the Sponsors were issued an aggregate of 664,724 warrants.

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