FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  KNITOWSKI ALAN S
2. Date of Event Requiring Statement (Month/Day/Year)
12/26/2018
3. Issuer Name and Ticker or Trading Symbol
Phunware, Inc. [PHUN]
(Last)
(First)
(Middle)
C/O PHUNWARE, INC., 7800 SHOAL CREEK BLVD, SUITE 230-S
4. 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
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

AUSTIN,, TX 78757
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 338,946
I
See footnote (1)
Common Stock 10,545
I
See footnote (2)
Common Stock 2,636
I
See footnote (3)
Common Stock 2,636
I
See footnote (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (5) 02/24/2023 Common Stock 114,750 $ 0.5532 D  
Employee Stock Option (right to buy)   (6) 01/08/2028 Common Stock 293,760 $ 0.61 D  
Warrant (right to buy)   (7) 01/25/2023 Common Stock 2,712 $ 9.22 I See footnote (1)
Warrant (right to buy)   (7) 01/25/2023 Common Stock 10,850 $ 9.22 I See footnote (2)
Warrant (right to buy)   (7) 01/25/2023 Common Stock 2,712 $ 9.22 I See footnote (3)
Warrant (right to buy)   (8) 12/26/2023 Common Stock 208,892 $ 11.5 I See footnote (1)
Warrant (right to buy)   (8) 12/26/2023 Common Stock 6,499 $ 11.5 I See footnote (2)
Warrant (right to buy)   (8) 12/26/2023 Common Stock 1,624 $ 11.5 I See footnote (3)
Warrant (right to buy)   (8) 12/26/2023 Common Stock 1,624 $ 11.5 I 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,, TX 78757
  X     Chief Executive Officer  

Signatures

/s/ Brendhan Botkin, by power of attorney 01/02/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(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 (#1) for which the reporting person serves as president.
(4) The shares are held of record by Curo Capital Appreciation Fund I, LLC (Fund 1) for which the reporting person serves as president.
(5) Shares subject to the option are fully vested and immediately exercisable.
(6) The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares vested on January 1, 2018 and 1/48th vest monthly thereafter.
(7) Shares subject to the warrant are immediately exercisable.
(8) Shares subject to the warrant are exercisable beginning on January 26, 2019.
 
Remarks:
Exhibit 24 - Power of Attorney

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