Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

KNITOWSKI ALAN S

2. Date of Event Requiring Statement (MM/DD/YYYY) 12/26/2018

3. Issuer Name and Ticker or Trading Symbol

Phunware, Inc. [PHUN]

(Last) (First) (Middle)

C/O PHUNWARE, INC., 7800 SHOAL CREEK BLVD, SUITE 230-S

4. 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 /

(Street)

AUSTIN,, TX 78757

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	338946	I	See footnote ⁽¹⁾
Common Stock	10545	I	See footnote ⁽²⁾
Common Stock	2636	I	See footnote ⁽³⁾
Common Stock	2636	I	See footnote ⁽⁴⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁵⁾	2/24/2023	Common Stock	114750	$0.5532	D
Employee Stock Option (right to buy)	⁽⁶⁾	1/8/2028	Common Stock	293760	$0.61	D
Warrant (right to buy)	⁽⁷⁾	1/25/2023	Common Stock	2712	$9.22	I	See footnote ⁽¹⁾
Warrant (right to buy)	⁽⁷⁾	1/25/2023	Common Stock	10850	$9.22	I	See footnote ⁽²⁾
Warrant (right to buy)	⁽⁷⁾	1/25/2023	Common Stock	2712	$9.22	I	See footnote ⁽³⁾
Warrant (right to buy)	⁽⁸⁾	12/26/2023	Common Stock	208892	$11.50	I	See footnote ⁽¹⁾
Warrant (right to buy)	⁽⁸⁾	12/26/2023	Common Stock	6499	$11.50	I	See footnote ⁽²⁾
Warrant (right to buy)	⁽⁸⁾	12/26/2023	Common Stock	1624	$11.50	I	See footnote ⁽³⁾
Warrant (right to buy)	⁽⁸⁾	12/26/2023	Common Stock	1624	$11.50	I	See footnote ⁽⁴⁾

Explanation of Responses:
(1)	The shares are held of record by Cane Capital, LLC for which the reporting person serves as president.
(2)	The shares are held of record by Curo Capital Appreciation Fund I, LLC (Fund 2) for which the reporting person serves as president.
(3)	The shares are held of record by Curo Capital Appreciation Fund I, LLC (#1) for which the reporting person serves as president.
(4)	The shares are held of record by Curo Capital Appreciation Fund I, LLC (Fund 1) for which the reporting person serves as president.
(5)	Shares subject to the option are fully vested and immediately exercisable.
(6)	The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares vested on January 1, 2018 and 1/48th vest monthly thereafter.
(7)	Shares subject to the warrant are immediately exercisable.
(8)	Shares subject to the warrant are exercisable beginning on January 26, 2019.

Remarks:
Exhibit 24 - Power of Attorney

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/ Brendhan Botkin, by power of attorney		1/2/2019
^** 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 5(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.