Powerfleet, Inc. — Director's Dealing 2022

Jan 10, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PowerFleet, Inc. (PWFL)
CIK: 0001774170
Period of Report: 2022-01-05

Reporting Person: Towe Steven Mark (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-05	Common Stock, par value $0.01 per share	A	200000	—	Acquired	200000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-05	Employee Stock Options (right to buy)	$4.81	A	500000	Acquired	2032-01-05	Common Stock, par value $0.01 per share (500000)	Direct
2022-01-05	Employee Stock Options (right to buy)	$10.50	A	875000	Acquired	2032-01-05	Common Stock, par value $0.01 per share (875000)	Direct
2022-01-05	Employee Stock Options (right to buy)	$14	A	1250000	Acquired	2032-01-05	Common Stock, par value $0.01 per share (1250000)	Direct
2022-01-05	Employee Stock Options (right to buy)	$21	A	2000000	Acquired	2032-01-05	Common Stock, par value $0.01 per share (2000000)	Direct

Footnotes

F1: On January 5, 2022 (the "Grant Date"), Steve Towe (the "Reporting Person") was granted 200,000 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 appointment as the Chief Executive Officer of the Company. Subject to the terms and conditions of a restricted stock award agreement and the 2018 Plan, this award vests as to 25% of such shares on each of the first, second, third and fourth anniversaries of the Grant Date, provided that the Reporting Person is employed by the Company on each such date.

F2: On the Grant Date, as an inducement material to the Reporting Person's entering into employment with the Company, the Reporting Person was granted options to purchase 500,000 shares of Common Stock. Subject to the terms and conditions of a stock option award agreement, this award vests as to 25% of such options on each of the first, second, third and fourth anniversaries of the Grant Date, provided that the Reporting Person is employed by the Company on each such date.

F3: On the Grant Date, as an inducement material to the Reporting Person's entering into employment with the Company, the Reporting Person was granted options to purchase 875,000 shares of Common Stock. Subject to the terms and conditions of a stock option award agreement, this award vests in full if the volume weighted average price of the Common Stock during a consecutive 60 trading day period (the "60 Day VWAP") reaches $10.50 per share, provided that the Reporting Person is employed by the Company on such date.

F4: On the Grant Date, as an inducement material to the Reporting Person's entering into employment with the Company, the Reporting Person was granted options to purchase 1,250,000 shares of Common Stock. Subject to the terms and conditions of a stock option award agreement, this award vests in full if the 60 Day VWAP reaches $14.00 per share, provided that the Reporting Person is employed by the Company on such date.

F5: On the Grant Date, as an inducement material to the Reporting Person's entering into employment with the Company, the Reporting Person was granted options to purchase 2,000,000 shares of Common Stock. Subject to the terms and conditions of a stock option award agreement, this award vests in full if the 60 Day VWAP reaches $21.00 per share, provided that the Reporting Person is employed by the Company on such date.