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 *
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)
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)

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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
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, 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.

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