Sec Form 4 Filing - Aune Matt @ Phunware, Inc. - 2019-02-19

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Aune Matt 2. Issuer Name and Ticker or Trading Symbol Phunware, Inc. [ PHUN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O PHUNWARE, INC., 7800 SHOAL CREEK BLVD, SUITE 230-S 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2019 (Street) AUSTIN, TX78757 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 02/19/2019 X 6,681 A $ 11.5 18,239 D ( 1 ) Common Stock 02/19/2019 X 2,580 A $ 9.22 20,819 D ( 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 (right to buy) $ 9.22 02/19/2019 X 2,712 01/25/2018 01/25/2023 Common Stock 2,712 $ 0 0 D ( 2 ) Warrant (right to buy) $ 11.5 02/19/2019 X 7,122 12/26/2018 12/26/2023 Common Stock 7,122 $ 0 0 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Aune Matt C/O PHUNWARE, INC. 7800 SHOAL CREEK BLVD, SUITE 230-S AUSTIN, TX78757 Chief Financial Officer Signatures /s/ J. Brendhan Botkin, Attorney-in-Fact 03/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 19, 2019, the reporting person exercised a warrant to purchase 7,122 shares of Phunware, Inc. common stock for $9.22 a share. The reporting person paid the exercise price on a cashless basis, resulting in Phunware, Inc.'s withholding of 441 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 6,681 shares ( 2 )On February 19, 2019, the reporting person exercised a warrant to purchase 2,712 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 132 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 2,580 shares

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.