Sec Form 4 Filing - KNITOWSKI ALAN S @ 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

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1. Name and Address of Reporting Person KNITOWSKI ALAN S 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 (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 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 (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) $ 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 )

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

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

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