SEC Form 4

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

OMB APPROVAL

Washington, D.C. 20549

OMB Number:

3235-0287

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Estimated average burden

hours per response:

0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

2.

Issuer Name and Ticker or Trading Symbol

JACOBS IAN

Powerfleet, Inc.[ PWFL ]

3.

Date of Earliest Transaction (Month/Day/Year)

(Last)

(First)

(Middle)

04/02/2024

C/O POWERFLEET, INC.

4.

If Amendment, Date of Original Filed (Month/Day/Year)

123 TICE BOULEVARD

(Street)

WOODCLIFF

NJ

07677

LAKE

(City)

(State)

(Zip)

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

X

Director

10% Owner

Officer (give title

Other (specify

below)

below)

6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person

Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction

2A. Deemed

3.

4. Securities Acquired (A) or

5. Amount of

6. Ownership

7. Nature of

Date

Execution Date,

Transaction

Disposed Of (D) (Instr. 3, 4 and 5)

Securities

Form: Direct (D)

Indirect

(Month/Day/Year)

if any

Code (Instr.

Beneficially Owned

or Indirect (I)

Beneficial

(Month/Day/Year)

8)

Following Reported

(Instr. 4)

Ownership

(A) or

Transaction(s)

(Instr. 4)

Code V

Amount

Price

(Instr. 3 and 4)

(D)

Common Stock, par value $0.01 per share

04/02/2024

A

30,718(1)

A

$0(1)

30,718

D

Common stock, par value $0.01 per share

04/02/2024

A

4,351,350(1)

A

$0(1)

4,351,350

I

See

footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

Derivative

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

Security (Instr. 3)

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Securities

(Month/Day/Year)

Derivative Security

Security

Securities

Form:

Beneficial

Price of

(Month/Day/Year)

8)

Acquired (A)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Direct (D)

Ownership

Derivative

or Disposed of

Owned

or Indirect

(Instr. 4)

Security

(D) (Instr. 3, 4

Following

(I) (Instr. 4)

and 5)

Reported

Amount

Transaction(s)

(Instr. 4)

or

Date

Expiration

Number

Code V

(A)

(D)

Exercisable

Date

Title

of Shares

Explanation of Responses:

  1. Reflects acquisition in connection with the consummation of the transactions (the "Transactions") contemplated by the Implementation Agreement, dated as of October 10, 2023, by and among Powerfleet, Inc. ("Powerfleet"), Main Street 2000 Proprietary Limited ("Powerfleet Sub"), and MiX Telematics Limited ("MiX Telematics"), pursuant to which, on April 2, 2024, Powerfleet Sub acquired all of the issued ordinary shares of MiX Telematics, including the ordinary shares represented by MiX Telematics' American Depositary Shares, through the implementation of a scheme of arrangement, in exchange for shares of common stock, par value $0.01 per share, of Powerfleet. As a result of the Transactions, MiX Telematics became an indirect, wholly owned subsidiary of Powerfleet and former MiX Telematics shareholders now own common stock of Powerfleet. The closing price per share of Powerfleet common stock on April 1, 2024 (the last trading day prior to the closing date of the Transactions) was $4.92.
  2. These securities are directly owned by 786 Partners LP and 402 Fund LP. The reporting person has voting and investment power over such securities. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

/s/ Ian V. Jacobs

04/02/2024

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

  • Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Powerfleet Inc. published this content on 03 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 April 2024 07:02:02 UTC.