Sec Form 4 Filing - KNITOWSKI ALAN S @ Phunware, Inc. - 2019-05-08

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) 05/08/2019 (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 05/24/2019 J 2,636 D $ 9.22 573,524 I ( 6 ) See footnote ( 1 ) Common Stock 05/24/2019 J 1,523 D $ 11.5 571,001 I ( 6 ) See footnote ( 1 ) Common Stock 05/24/2019 J 5,348 D $ 9.22 566,653 I ( 7 ) See footnote ( 2 ) Common Stock 05/24/2019 J 1,523 D $ 11.5 565,130 I ( 7 ) See footnote ( 2 ) Common Stock 05/24/2019 J 21,395 D $ 9.22 543,735 I ( 8 ) See footnote ( 3 ) Common Stock 05/24/2019 J 6,097 D $ 11.5 537,638 I ( 8 ) See footnote ( 3 ) Common Stock 05/24/2019 J 1,688 A $ 9.22 539,326 I ( 9 ) See footnote ( 4 ) Common Stock 05/24/2019 J 541 A $ 11.5 539,867 I ( 9 ) See footnote ( 4 ) Common Stock 05/24/2019 J 1,427 A $ 9.22 541,294 I ( 10 ) See footnote ( 5 ) Common Stock 05/24/2019 J 545 A $ 11.5 541,839 I ( 10 ) See footnote ( 5 )

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 Restricted Stock Units ( 11 ) 05/08/2019 A 74,500 ( 12 ) ( 12 ) Common Stock 74,500 $ 0 74,500 D

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 05/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held of record by Curo Capital Appreciation Fund I, LLC (#1) for which the Reporting Person serves as president. ( 2 )The shares are held of record by Curo Capital Appreciation Fund I, LLC (Fund 1) for which the Reporting Person serves as president. ( 3 )The shares are held of record by Curo Capital Appreciation Fund I, LLC (Fund 2) for which the Reporting Person serves as president. ( 4 )The shares are held of record by Cane Capital, LLC for which the Reporting Person serves as president. ( 5 )The shares are held of record by Knitowski Children's Trust for which the Reporting Person serves as president. ( 6 )Curo Capital Appreciation Fund I, LLC (#1) for which the Reporting Person serves as president, effected a transfer of shares to various individuals, including the Reporting Person. ( 7 )Curo Capital Appreciation Fund I, LLC (Fund 1) for which the Reporting Person serves as president, effected a transfer of shares to various individuals, including the Reporting Person. ( 8 )Curo Capital Appreciation Fund I, LLC (Fund 2) for which the Reporting Person serves as president, effected a transfer of shares to various individuals, including the Reporting Person. ( 9 )An aggregate of 2,229 shares of Common Stock were transferred from Curo Capital Appreciation Fund I, LLC (#1), Curo Capital Appreciation Fund I, LLC (Fund 1) and Curo Capital Appreciation Fund I, LLC (Fund 2) to Cane Capital, LLC, for which the Reporting Person serves as president. ( 10 )An aggregate of 1,972 shares of Common Stock were transferred from Curo Capital Appreciation Fund I, LLC (#1) and Curo Capital Appreciation Fund I, LLC (Fund 1) to Knitowski Childrens Trust, for which the Reporting Person serves as president. ( 11 )Each restricted stock unit represents a contingent right to receive one share of Phunware, Inc. common stock. ( 12 )The restricted stock units will vest in a series of six equal installments beginning on May 18, 2020, so that the restricted stock units will become fully vested on November 18, 2021. The restricted stock units will be settled in shares of common stock that will be delivered to the Reporting Person shortly after each vesting date.

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).

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