Amended Statement of Changes in Beneficial Ownership (4/a)
February 14 2019 - 4:47PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Syllantavos George
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2. Issuer Name
and
Ticker or Trading Symbol
Phunware, Inc.
[
PHUN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O PHUNWARE, INC., 7800 SHOAL CREEK BLVD, SUITE 230-S
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/26/2018
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(Street)
AUSTIN, TX 78757
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/28/2018
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants to Purchase Common Stock
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$11.50
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12/26/2018
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J
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1992622
(1)
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1/25/2019
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12/26/2023
(1)
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Common Stock
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1992622
(1)
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$0.5
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3539470
(3)
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I
(2)
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See Footnote
(2)
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Warrants to Purchase Common Stock
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$11.50
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12/26/2018
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J
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352473
(4)
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1/25/2019
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12/26/2023
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Common Stock
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352473
(4)
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$0.5
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3186997
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I
(2)
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See Footnote
(2)
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Warrants to Purchase Common Stock
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$11.50
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12/26/2018
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J
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190147
(5)
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1/25/2019
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12/26/2023
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Common Stock
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190149
(5)
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$0.5
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2996850
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I
(2)
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See Footnote
(2)
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Explanation of Responses:
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(1)
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The number of derivative securities (and underlying securities) acquired on December 26, 2018 and listed on the Form 4 filed for the Reporting Person on December 28, 2018 was incorrectly listed as 3,985,244 shares and provided an expiration date of 8/23/2021 as a result of a typographical error.
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(2)
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George Syllantavos is the sole officer and director of Magellan Investments Corp. and Firmus Investments, Inc. (the "Sponsors") and accordingly is deemed the beneficial owner of the shares held by these organizations and has sole voting and dispositive control over such securities.
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(3)
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The number of shares underlying the warrants was previously listed on the Form 4 filed for the Reporting Person on December 28, 2018, as 5,532,092 shares as a result of typographical error.
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(4)
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The Reporting Person transferred 352,473 warrants to purchase common stock to Prokopios (Akis) Tsirigakis.
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(5)
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To facilitate the business combination (the "Business Combination") between Phunware, Inc. (formerly Stellar Acquisition III Inc.) and Phunware OpCo, Inc. (formerly Phunware, Inc.) consummated on December 26, 2018, the Sponsors agreed to assign 190,149 of the warrants it previously held to certain service providers.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Syllantavos George
C/O PHUNWARE, INC.
7800 SHOAL CREEK BLVD, SUITE 230-S
AUSTIN, TX 78757
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X
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X
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Signatures
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/s/ Matt Aune, Attorney-in-Fact
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2/13/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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