Phunware, Inc. — Director's Dealing 2023

Mar 9, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Phunware, Inc. (PHUN)
CIK: 0001665300
Period of Report: 2023-03-06

Reporting Person: Aune Matt (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-06	Common Stock	A	27125	—	Acquired	461954	Direct
2023-03-06	Common Stock	A	100000	—	Acquired	561954	Direct

Footnotes

F1: On March 6, 2023, 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 for accrued bonus for fiscal year 2022. The RSUs vest immediately and will be delivered to the reporting person shortly following this date.

F2: On March 6, 2023, 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. One-third of the RSUs vest on March 6, 2023 and 1/9 of the RSUs will equal installments on May 18, 2023, August 18, 2023, November 18, 2023, May 18, 2024, August 18, 2024 and November 18, 2024. 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.