Powerfleet, Inc. — Director's Dealing 2022

May 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PowerFleet, Inc. (PWFL)
CIK: 0001774170
Period of Report: 2022-05-16

Reporting Person: Frumberg Charles (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-16	Common Stock, par value $0.01 per share	S	11716	$2.2351	Disposed	27699	Indirect
2022-05-17	Common Stock, par value $0.01 per share	S	27699	$2.2543	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	114660	Direct

Footnotes

F1: These transactions were executed in order to effect a final liquidation of Emancipation Capital SPV IV LLC ("Emancipation SPV IV").

F2: This transaction was executed in multiple trades at prices ranging from $2.23 to $2.26, inclusive. The price reported above reflects the weighted average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: In addition to the transaction noted in footnote (2), reflects shares resulting from pro rata distributions by Emancipation Capital, LP ("Emancipation LP") and Emancipation SPV IV that occurred prior to the earliest transaction date of this report.

F4: These securities are directly held by (i) Emancipation LP and (ii) Emancipation SPV IV. Emancipation Management LLC ("Emancipation Management") serves as the investment manager of Emancipation LP and Emancipation SPV IV. Emancipation Capital LLC ("Emancipation Capital") is the managing member of Emancipation SPV IV. Mr. Frumberg 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 LP and Emancipation SPV IV. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

F5: This transaction was executed in multiple trades at prices ranging from $2.19 to $2.34, inclusive. The price reported above reflects the weighted average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F6: Includes 39,674 shares received as pro rata distributions from Emancipation LP and Emancipation SPV IV.