Powerfleet, Inc. — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PowerFleet, Inc. (PWFL)
CIK: 0001774170
Period of Report: 2020-12-31

Reporting Person: ABRY Senior Equity V, L.P. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-31	Series A Preferred Stock	$	J	845.260	Acquired		Common Stock, par value $0.01 per share (115488)	Direct

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: The Reporting Person received 845.260 shares of Series A Preferred Stock (or 115,488 shares of Common Stock on an as-covered basis) as a payment-in-kind dividend on 45,080.554 shares of Series A Preferred Stock (or 6,159,388 shares of Common Stock on an as-covered basis) owned on the dividend record date.