Powerfleet, Inc. — Director's Dealing 2020

Jul 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PowerFleet, Inc. (PWFL)
CIK: 0001774170
Period of Report: 2020-06-30

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-30	Series A Preferred Stock	$	J	814.433	Acquired		Common Stock, par value $0.01 per share (111277)	Indirect
2020-06-30	Series A Preferred Stock	$	J	156.054	Acquired		Common Stock, par value $0.01 per share (21322)	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: ABRY Senior Equity V, L.P. ("ASE") received 814.433 shares of Series A Preferred Stock (or 111,277 shares of Common Stock on an as-covered basis) as a payment-in-kind dividend on 43,436.418 shares of Series A Preferred Stock (or 5,934,748 shares of Common Stock on an as-covered basis) owned on the dividend record date.

F3: These securities are held directly by ASE. ABRY Senior Equity Investors V, L.P. ("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.

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 ABRY Senior Equity Co-Investment Fund V, L.P. ("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: ASECF received 156.054 shares of Series A Preferred Stock (or 21,322 shares of Common Stock on an as-covered basis) as a payment-in-kind dividend on 8,322.894 shares of Series A Preferred Stock (or 1,137,163 shares of Common Stock on an as-covered basis) owned on the dividend record date.

F6: These securities are held directly by ASECF. 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.