Ownership Submission

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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3235-0287

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(Print or Type Responses)

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 (Month/Day/Year)
05/08/2019

(Street)

AUSTIN, TX 78757

4. If Amendment, Date Original Filed(Month/Day/Year)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹¹⁾

05/08/2019

74,500

⁽¹²⁾

Common Stock

74,500

$ 0

74,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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/ Matt Aune, Attorney-in-Fact		05/24/2019
^**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 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.