Powerfleet, Inc. — Director's Dealing 2020

Jun 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PowerFleet, Inc. (PWFL)
CIK: 0001774170
Period of Report: 2020-05-28

Reporting Person: WOLFE CHRIS ADAMS (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-28	Common Stock, par value $0.01 per share	A	6414	—	Acquired	253344	Direct
2020-05-31	Common Stock, par value $0.01 per share	A	8865	—	Acquired	262209	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-28	Employee Stock Options (right to buy)	$6.28	A	350000	Acquired	2030-05-28	Common Stock, par value $0.01 per share (350000)	Direct
2020-05-28	Employee Stock Options (right to buy)	$6	A	350000	Acquired	2030-05-28	Common Stock, par value $0.01 per share (350000)	Direct

Footnotes

F1: On May 28, 2020 (the "Grant Date"), Chris A. Wolfe (the "Reporting Person") was granted 6,414 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 for a temporary reduction in the Reporting Person's base salary for the remainder of the 2020 fiscal year. Subject to the terms and conditions of a restricted stock award agreement and the 2018 Plan, this award will vest in full on December 31, 2021, provided that the Reporting Person is employed by the Company on such date.

F2: On May 31, 2020, the Reporting Person was granted 8,865 restricted shares of Common Stock under the Company's 2018 Plan, in lieu of a cash payment to the Reporting Person as a result of an increase in the Reporting Person's base salary. Subject to the terms and conditions of a restricted stock award agreement and the 2018 Plan, this award will vest in full on December 31, 2020, provided that the Reporting Person is employed by the Company on such date.

F3: On the Grant Date, the Reporting Person was granted options to purchase 350,000 shares of Common Stock under the 2018 Plan, which options will vest and become exercisable in full on December 31, 2022, provided that the Reporting Person is employed by the Company on such date, if at any point prior to such date the volume weighted average price of the Common Stock during a consecutive 30 trading day period (the "30 Day VWAP") reaches $12.00.

F4: On the Grant Date, the Reporting Person was granted options to purchase 350,000 shares of Common Stock under the 2018 Plan, which options will vest and become exercisable in full immediately upon the 30 Day VWAP reaching $10.00, provided that the Reporting Person is employed by the Company on such date.