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 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 *
Syllantavos George
   2. Issuer Name and Ticker or Trading Symbol
Phunware, Inc. [PHUN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O PHUNWARE, INC., 7800 SHOAL CREEK BLVD, SUITE 230-S		 3. Date of Earliest Transaction (Month/Day/Year)
12/26/2018
(Street)

AUSTIN, TX 78757		 4. If Amendment, Date Original Filed(Month/Day/Year)
12/28/2018		 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Warrants to Purchase Common Stock $ 11.5 12/26/2018   J     1,992,622 (1) 01/25/2019 12/26/2023(1) Common Stock 1,992,622 (1) $ 0.50 3,539,470 (3) I (2) See Footnote (2)
Warrants to Purchase Common Stock $ 11.5 12/26/2018   J     352,473 (4) 01/25/2019 12/26/2023 Common Stock 352,473 (4) $ 0.50 3,186,997 I (2) See Footnote (2)
Warrants to Purchase Common Stock $ 11.5 12/26/2018   J     190,147 (5) 01/25/2019 12/26/2023 Common Stock 190,149 (5) $ 0.50 2,996,850 I (2) See Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Syllantavos George
C/O PHUNWARE, INC.
7800 SHOAL CREEK BLVD, SUITE 230-S
AUSTIN, TX 78757		   X   X    

Signatures

 /s/ Matt Aune, Attorney-in-Fact   02/13/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The number of derivative securities (and underlying securities) acquired on December 26, 2018 and listed on the Form 4 filed for the Reporting Person on December 28, 2018 was incorrectly listed as 3,985,244 shares and provided an expiration date of 8/23/2021 as a result of a typographical error.
(2) George Syllantavos is the sole officer and director of Magellan Investments Corp. and Firmus Investments, Inc. (the "Sponsors") and accordingly is deemed the beneficial owner of the shares held by these organizations and has sole voting and dispositive control over such securities.
(3) The number of shares underlying the warrants was previously listed on the Form 4 filed for the Reporting Person on December 28, 2018, as 5,532,092 shares as a result of typographical error.
(4) The Reporting Person transferred 352,473 warrants to purchase common stock to Prokopios (Akis) Tsirigakis.
(5) To facilitate the business combination (the "Business Combination") between Phunware, Inc. (formerly Stellar Acquisition III Inc.) and Phunware OpCo, Inc. (formerly Phunware, Inc.) consummated on December 26, 2018, the Sponsors agreed to assign 190,149 of the warrants it previously held to certain service providers.

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