Sec Form 4 Filing - Crowder Randall @ Phunware, Inc. - 2019-03-14

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 Crowder Randall 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 Operating Officer (Last) (First) (Middle) C/O PHUNWARE, INC., 7800 SHOAL CREEK BLVD, SUITE 230-S 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2019 (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 03/14/2019 X 286,982 D $ 9.22 0 I ( 1 ) See footnote ( 1 ) Common Stock 03/14/2019 X 36,723 A $ 9.22 36,723 D ( 2 ) Common Stock 03/14/2019 X 5,160 A $ 0 41,883 D ( 3 ) Common Stock 03/14/2019 J 8,752 A $ 0 50,635 D ( 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) $ 9.22 03/14/2019 J 108,261 01/25/2018 01/25/2023 Common Stock 108,261 $ 9.22 0 I See footnote ( 1 ) Warrant (right to buy) $ 9.22 03/14/2019 J 187,033 06/07/2018 06/07/2023 Common Stock 187,033 $ 9.22 0 I See footnote ( 1 ) Warrant (right to buy) $ 11.5 03/14/2019 J 176,867 01/26/2019 12/26/2023 Common Stock 176,867 $ 11.5 0 I See footnote ( 1 ) Warrant (right to buy) $ 9.22 03/14/2019 J 5,500 06/07/2018 06/07/2023 Common Stock 5,500 $ 9.22 5,500 D ( 2 ) Warrant (right to buy) $ 11.5 03/14/2019 J 9,199 01/26/2019 12/26/2023 Common Stock 9,199 $ 11.5 9,199 D ( 2 ) Warrant (right to buy) $ 9.22 03/14/2019 X 5,500 06/07/2018 06/07/2023 Common Stock 5,500 $ 0 0 D ( 3 ) Warrant (right to buy) $ 11.5 03/14/2019 X 9,199 01/26/2019 12/26/2023 Common Stock 8,752 $ 0 0 D ( 4 )

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

Explanation of Responses:

( 1 )Nove PW LLP, for which the reporting person services as a managing partner, effectuated a transfer of shares and warrants to various individuals, including the reporting person. ( 2 )36,723 shares of Common Stock and an aggregate of 14,699 warrants to purchase Common Stock were transferred from Nove PW LLP to the reporting person ( 3 )On March 14, 2019, the reporting person exercised a warrant to purchase 5,500 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 340 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 5,160 shares ( 4 )On March 14, 2019, the reporting person exercised a warrant to purchase 9,199 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 447 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 8,752 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).

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