Michael Snavely - Nov 10, 2023 Form 4 Insider Report for Phunware, Inc. (PHUN)

Role: Chief Executive Officer, Director
Signature: /s/ J. Brendhan Botkin, Attorney-in-Fact
Stock symbol: PHUN
Transactions as of: Nov 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/14/2023, 07:11 PM
Previous filing: Sep 21, 2023
Next filing: Nov 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PHUN	Common Stock	Award	$0	+600K		$0.00	600K	Nov 10, 2023	Direct	F1
transaction	PHUN	Common Stock	Award	$0	+900K	+150%	$0.00	1.5M	Nov 10, 2023	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On November 10, 2023, the compensation committee (the "Committee") of the Issuer's board of directors approved a grant to the reporting person in the number of restricted stock units ("RSUs") in Table 1, Box 4 above, pursuant to the Issuer's 2023B Inducement Plan (the "Inducement Plan"). The formation of the Inducement Plan was also approved by the board of directors on November 10, 2023. The grant was in connection with an employment offer to the Reporting Person, effective September 12, 2023. Each RSU represents a contingent right to receive one share of Phunware, Inc. common stock. The RSUs will vest in full on February 23, 2024. Vesting is subject to the reporting person's continued service on such vesting date. Notwithstanding the foregoing vesting schedule, the Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested RSUs at any time, subject to the terms of the Inducement Plan.
F2	On November 10, 2023, the compensation committee (the "Committee") of the Issuer's board of directors approved a grant to the reporting person in the number of RSUs in Table 1, Box 4 above, pursuant to the Issuer's 2018 Equity Incentive Plan (the "2018 Plan"). Each RSU represents a contingent right to receive one share of Phunware, Inc. common stock, in which 500,000 RSUs vested upon grant, 200,000 RSUs will vest on November 30, 2023 and 200,000 RSUs will vest on January 12, 2024. Vesting is subject to the reporting person's continued service on such vesting date. Notwithstanding the foregoing vesting schedule, the Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested RSUs at any time, subject to the terms of the 2018 Plan.

Content

On November 10, 2023, the compensation committee (the "Committee") of the Issuer's board of directors approved a grant to the reporting person in the number of restricted stock units ("RSUs") in Table 1, Box 4 above, pursuant to the Issuer's 2023B Inducement Plan (the "Inducement Plan"). The formation of the Inducement Plan was also approved by the board of directors on November 10, 2023. The grant was in connection with an employment offer to the Reporting Person, effective September 12, 2023. Each RSU represents a contingent right to receive one share of Phunware, Inc. common stock. The RSUs will vest in full on February 23, 2024. Vesting is subject to the reporting person's continued service on such vesting date. Notwithstanding the foregoing vesting schedule, the Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested RSUs at any time, subject to the terms of the Inducement Plan.

On November 10, 2023, the compensation committee (the "Committee") of the Issuer's board of directors approved a grant to the reporting person in the number of RSUs in Table 1, Box 4 above, pursuant to the Issuer's 2018 Equity Incentive Plan (the "2018 Plan"). Each RSU represents a contingent right to receive one share of Phunware, Inc. common stock, in which 500,000 RSUs vested upon grant, 200,000 RSUs will vest on November 30, 2023 and 200,000 RSUs will vest on January 12, 2024. Vesting is subject to the reporting person's continued service on such vesting date. Notwithstanding the foregoing vesting schedule, the Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested RSUs at any time, subject to the terms of the 2018 Plan.