Phunware (PHUN) Form 4 Phunware / Prokopios Akis Tsirigakis ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Tsirigakis Prokopios Akis

(Last) (First) (Middle)

C/O PHUNWARE, INC.

7800 SHOAL CREEK BLVD, SUITE 230-S

(Street)

AUSTIN TX 78757

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2019

4. If Amendment, Date of 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

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	02/22/2019		X		1,331,074(1)	A	$0(1)	1,718,971	I(3)	See Footnote(3)
Common Stock	02/22/2019		X		1,135,943(2)	A	$0(2)	2,854,914	I(3)	See Footnote(3)

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 Securities Underlying Derivative Security (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: 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	02/22/2019		X			1,464,724	01/25/2019	12/26/2023	Common Stock	1,464,724	$0.5	0	I(3)	See Footnote(3)
Warrants to Purchase Common Stock	$11.5	02/22/2019		X			1,250,000	01/25/2019	12/26/2023	Common Stock	1,250,000	$0.5	0	I(3)	See Footnote(3)

Explanation of Responses:

1. On February 22, 2019, the reporting person exercised a warrant to purchase 1,464,424 shares of Phunware, Inc. common stock for $11.50 a share. The reporting person paid the exercise price on a cashless basis, resulting in Phunware, Inc.'s withholding of 1,331,074 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,331,074 shares

2. On February 22, 2019, the reporting person exercised a warrant to purchase 1,250,000 shares of Phunware, Inc. common stock for $11.50 a share. The reporting person paid the exercise price on a cashless basis, resulting in Phunware, Inc.'s withholding of 114,057 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,135,943 shares

3. Prokopios (Akis) Tsirigakis is the sole officer and director Astra Maritime Corp and Dominium Investments Inc. and accordingly is deemed the beneficial owner of the shares held by these organizations and has sole voting and dispositive control over such securities.

	/s/ Matt Aune, Attorney-in-Fact	03/25/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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