Powerfleet, Inc. — Director's Dealing 2020

Jul 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PowerFleet, Inc. (PWFL)
CIK: 0001774170
Period of Report: 2020-07-10

Reporting Person: Frumberg Charles (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-10	Common Stock, par value $0.01 per share	A	25053	—	Acquired	66430	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	1502559	Indirect

Footnotes

F1: On July 10, 2020 (the "Grant Date"), Charles Frumberg (the "Reporting Person") was granted 25,053 restricted shares of common stock, par value $0.01 per share ("Common Stock"), of PowerFleet, Inc. (the "Company") under the Company's 2018 Incentive Plan, as amended (the "2018 Plan"), in consideration of his services as a director of the Company. Subject to the terms and conditions of a restricted stock award agreement and the 2018 Plan, this award will vest in full on July 10, 2021, provided that the Reporting Person is serving as a director of the Company on such date.

F2: These securities are directly held by (i) Emancipation Capital Master, Ltd. ("Emancipation Master") and (ii) Emancipation Capital SPV IV LLC ("Emancipation SPV IV"). Emancipation Management LLC ("Emancipation Management") serves as the investment manager of Emancipation Master and Emancipation SPV IV. Emancipation Capital LLC ("Emancipation Capital") is the managing member of Emancipation SPV IV. Charles Frumberg (the "Reporting Person") is the managing member of Emancipation Management and Emancipation Capital. By virtue of the foregoing relationships, the Reporting Person may be deemed to indirectly beneficially own the securities directly held by Emancipation Master and Emancipation SPV IV. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.