SEC Form 4 · accession 0001213900-18-018009
Phunware, Inc. · PHUN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Period of report
Dec 26, 2018
Accepted (ET)
Dec 28, 2018 · 9:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001665300
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 26, 2018 | J | 126,368 | $0.00 | D | 796,957 | I | See Footnote |
| Common StockF3,F2 | Dec 26, 2018 | J | 91,689 | $0.00 | D | 705,268 | I | See Footnote |
| Common StockF4,F2 | Dec 26, 2018 | J | 317,371 | $0.00 | D | 387,897 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF5,F2 | $11.50 | Dec 26, 2018 | A | 3,985,244 | A | Jan 25, 2019 | Aug 23, 2021 | Common Stock | 3,985,244 | 3,985,244 | I |
| WarrantF6,F2 | $11.50 | Dec 26, 2018 | J | 295,113 | D | Jan 25, 2019 | Aug 23, 2021 | Common Stock | 295,113 | 3,690,131 | I |
| WarrantF7,F2 | $11.50 | Dec 26, 2018 | A | 664,742 | A | Jan 25, 2019 | Aug 23, 2021 | Common Stock | 664,742 | 4,354,873 | I |
Explanation of responses
- F1To facilitate the business combination (the "Business Combination") between Stellar Acquisition III Inc. (the "Issuer") and Phunware Inc. ("Phunware") consummated on December 26, 2018, Astra Maritime Corp. and Dominium Investments Inc. (the "Sponsors") agreed to assign an aggregate of 126,368 shares of common stock issued to them in 2016 (the "Sponsor Shares") to certain investor.
- F2Prokopios (Akis) Tsirigakis is the sole officer and director of each of the Sponsors and accordingly is deemed the beneficial owner of the shares held by the Sponsors and has sole voting and dispositive control over such securities.
- F3In connection with the Business Combination, the Sponsors agreed to assign an aggregate of 91,689 Sponsor Shares to certain service providers.
- F4In connection with the Business Combination, the Sponsors agreed to forfeit an aggregate of 317,371 Sponsor Shares at no cost.
- F5The Sponsors acquired these warrants for a purchase price of $0.50 per warrant in connection with the Issuer's initial public offering. The warrants become eligible for exercise 30 days following the consummation of the Business Combination. Because the exercise of the warrants was contingent upon the closing of the Issuer's initial business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the consummation of the Business Combination on December 26, 2018.
- F6To facilitate the Business Combination, the Sponsors agreed to assign 250,000 of the warrants it previously held to certain investor and 45,113 of such warrants to certain service provider.
- F7In connection with conversion of promissory notes previously issued to the Sponsors, the Sponsors were issued an aggregate of 664,724 warrants.