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 _____ 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)
01/05/2021
(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 (1) 01/05/2021   A   108,695 A $ 0 186,781 D  
Common Stock (2) 01/05/2021   A   13,008 A $ 0 199,789 D  
Common Stock               1,407,436 I (3) See Footnote (3)

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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

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      

Signatures

 /s/ Matt Aune, Attorney-in-Fact   01/07/2021
**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) On January 5, 2021, the reporting person was granted the number of restricted stock units ("RSUs") in Table 1, Box 4 above, each of which represents a contingent right to receive one share of Phunware, Inc. common stock. The RSUs vest in four equal installments commencing on March 4, 2021, and quarterly thereafter until the final vesting date of December 4, 2021. Vesting is subject to the reporting person's continued service on such vesting date. Notwithstanding the foregoing vesting schedule, in the event of a change of control, 100% of the remaining unvested RSUs shall immediately become fully vested, subject to the reporting person continuing to provide service through such date.
(2) On January 5, 2021, the reporting person was granted the number of restricted stock units ("RSUs") in Table I, box 4 above, each of which represents a contingent right to receive one share of Phunware, Inc. common stock. The RSUs were granted in lieu of cash compensation of accrued board fees from their service on the Phunware, Inc.'s board during the third quarter of 2020. The RSUs vest immediately and will be delivered to the reporting person shortly following this date.
(3) George Syllantavos is the sole officer and director of Magellan Investments Corp. and accordingly is deemed the beneficial owner of the shares held by this organization and has sole voting and dispositive control over such securities.

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