Powerfleet, Inc. — Director's Dealing 2019

Oct 3, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PowerFleet, Inc. (PWFL)
CIK: 0001774170
Period of Report: 2019-10-03

Reporting Person: ABRY Senior Equity Holdings V, LLC (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock, par value $0.01 per share (5720640)		Indirect
Series A Preferred Stock	$		Common Stock, par value $0.01 per share (1096138)		Indirect
Convertible Promissory Notes	$	2020-09-30	Common Stock, par value $0.01 per share ()		Indirect
Convertible Promissory Notes	$	2020-09-30	Common Stock, par value $0.01 per share ()		Indirect

Footnotes

F1: Each share of Series A Preferred Stock is convertible at any time, at the option of the holder, into a number of shares of common stock, par value $0.01 per share, of the Issuer determined by dividing the issue price of the Series A Preferred Stock ($1,000 per share) (the "Issue Price"), plus any accrued and unpaid dividends, by the Series A Conversion Price at the time of conversion. The initial Series A Conversion Price is equal to $7.319, and is subject to adjustment. The Series A Preferred Stock has no expiration date.

F2: These securities are held directly by ABRY Senior Equity V, L.P. ("ASE"). ABRY Senior Equity Investors V, L.P. (the "ASEI") is the general partner of ASE. ABRY Senior Equity Holdings V, LLC ("ASEH") is the general partner of ASEI. By virtue of such relationships, ASEH may be deemed to have voting and investment power with respect to the securities held by ASE noted above and as a result may be deemed to have beneficial ownership over such securities.

F3: These securities are held directly by ABRY Senior Equity Co-Investment Fund V, L.P. ("ASECF"). ABRY Senior Equity Co-Investment GP V, LLC (the "ASECI") is the general partner of ASECF. ASEH is the sole member of ASECI. By virtue of such relationships, ASEH may be deemed to have voting and investment power with respect to the securities held by ASECF noted above and as a result may be deemed to have beneficial ownership over such securities.

F4: ASEH disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) of the Securities Exchange of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. Currently John Hunt ("Hunt"), a Managing Partner of ABRY Partners II, LLC ("ABRY Partners"), an affiliate of ASEH, and Anders Bjork ("Bjork"), a Partner of ABRY Partners, have been appointed to serve on the Issuer's board of directors. Each of Hunt and Bjork has no control or voting power over the securities held by ASE and ASECF. This report shall not be deemed an admission that any of ASEH, Hunt or Bjork is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any.

F5: The principal amount of the Convertible Promissory Notes of the Issuer (the "Convertible Notes") held by ASE is $4,186,936.64. The principal amount of the Convertible Notes held by ASECF is $802,263.36. The Convertible Notes (including accrued interest) are convertible at the approval of the Issuer's stockholders. The Convertible Notes (including accrued interest) are convertible solely upon receipt of the approval by the Issuer's stockholders in accordance with Nasdaq rules. The conversion price of the Convertible Notes is equal to the Issue Price.