UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).              

* As of December 31, 2019 (the “Issue Date”), ABRY Senior Equity Holdings V, LLC (“ASEH”) may be deemed to beneficially own an aggregate of 6,941,754 shares of common stock, par value $0.01 per share (the “Common Stock”), of PowerFleet, Inc. (the “Issuer”) that would be currently issuable upon the conversion of the Issuer’s Series A Convertible Preferred Stock (the “Preferred Stock”) held by ABRY Senior Equity V, L.P. (“ASE”) and ABRY Senior Equity Co-Investment Fund V, L.P. (“ASECF”). As of the Issue Date, ASE held Preferred Stock

convertible into 5,825,520 shares of Common Stock and $4,186,936.64 of convertible promissory notes of the Issuer (“Convertible Notes”) and ASECF held Preferred Stock convertible into 1,116,234 shares of Common Stock and $802,263.36 of Convertible Notes. The Convertible Notes (including accrued interest) are convertible solely upon receipt of the approval by the Issuer’s stockholders in accordance with Nasdaq rules. The conversion price of the Convertible Notes is $1,000 per share of Preferred Stock. ABRY Senior Equity Investors V, L.P. (“ASEI”) is the general partner of ASE. ABRY Senior Equity Co-Investment GP V, LLC (“ASECI”) is the general partner of ASECF. ASEH is the general partner of ASEI and is the sole member of ASECI. By virtue of such relationships, ASEH may be deemed to have voting and investment power with respect to the securities held by ASE and ASECF and as a result may be deemed to have beneficial ownership over such securities. Currently John Hunt (“Hunt”), a Managing Partner of ABRY Partners II, LLC (“ABRY Partners”), an affiliate of ASEH, and Anders Bjork (“Bjork”), a Partner of ABRY Partners, serve on the Issuer’s board of directors. Each of Hunt and Bjork has no control or voting power over the securities held by ASE and ASECF. ASEH, Hunt and Bjork each disclaim beneficial ownership of the Common Stock held by ASE and ASECF reported herein except to the extent of their pecuniary interest therein, if any. As of the Issue Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Act”), ASEH may be deemed to beneficially own 18.92% of the Common Stock deemed issued and outstanding.

† This foregoing beneficial ownership is calculated based upon 36,684,820 shares of Common Stock outstanding of the Issuer as of December 31, 2019, based on information received from the Issuer, and includes 6,941,754 shares of Common Stock issuable upon the conversion of the Preferred Stock held by ASEH.

* As of the Issue Date, ASE holds Preferred Stock convertible into 5,825,520 shares Common Stock of the Issuer and $4,186,936.64 of Convertible Notes. The Convertible Notes are convertible at the approval of the Issuer’s stockholders. As of the Issue Date, for purposes of Rule 13d-3 under the Act, ASE may be deemed to beneficially own 16.38% of the Common Stock deemed issued and outstanding.

† This foregoing beneficial ownership is calculated based upon 35,568,586 shares of Common Stock outstanding of the Issuer as of December 31, 2019, based on information received from the Issuer, and includes 5,825,520 shares of Common Stock issuable upon the conversion of the Preferred Stock held by ASE.

Explanatory Note

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed on behalf of (i) ABRY Senior Equity V, L.P., a Delaware limited partnership (“ASE” and together with ASEH, the “Reporting Persons”), and (ii) ABRY Senior Equity Holdings V, LLC, a Delaware limited liability company (“ASEH”), with the Securities and Exchange Commission (the “SEC”) on October 3, 2019 (the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 5.  Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:

(a) — (b)

As of the date of this filing, ASE, a limited partnership organized under the laws of Delaware, holds 42,636 shares of Preferred Stock, which are currently convertible into 5,825,520 shares of Common Stock constituting approximately 16.38% of the issued and outstanding shares of Common Stock (including the Common Stock underlying the Preferred Stock held by ASE).  This includes 767 shares of Preferred Stock, which are convertible into 104,880 shares of Common Stock, which were issued in connection with a payment-in-kind dividend on the Preferred Stock on December 31, 2019. ASEH is the general partner of ASEI, which in turn is the general partner of ASE pursuant to the terms of the limited partnership agreements of ASE and ASEI.  As a result, ASEH has the power to direct the vote and disposition of the Common Stock held by ASE, and therefore may be deemed to beneficially own the Common Stock issuable upon conversion of the Preferred Stock held by ASE. 

As of the date of this filing, ASECF, a limited partnership organized under the laws of Delaware, holds 8,169 shares of Preferred Stock, which are currently convertible into 1,116,234 shares of Common Stock constituting approximately 3.62% of the issued and outstanding shares of Common Stock (including the Common Stock underlying the Preferred Stock held by ASECF).  This includes 147 shares of Preferred Stock, which are convertible into 20,096 shares of Common Stock, which were issued in connection with a payment-in-kind dividend on the Preferred Stock on December 31, 2019. ASEH is the sole member of ASECI pursuant to the terms of the limited liability company agreement of ASECI, which in turn is the general partner of ASECF pursuant to the terms of the limited partnership agreement of ASECF.  As a result, ASEH has the power to direct the vote and disposition of the Common Stock held by ASECF, and therefore may be deemed to beneficially own the Common Stock issuable upon conversion of the Preferred Stock held by ASECF.

By virtue of such relationships, ASEH may be deemed to have voting and investment power with respect to the 6,941,754 shares of Common Stock of the Issuer that would be currently issuable upon the conversion of the Issuer’s Preferred Stock held by ASE and ASECF and as a result may be deemed to have beneficial ownership over such securities.

Currently Hunt and Bjork serve on the Issuer’s board of directors as Series A Directors. Each of Hunt and Bjork has no control or voting power over the securities held by ASE and ASECF. As of the Issue Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, ASEH may be deemed to beneficially own 18.92% of the Common Stock deemed issued and outstanding.

Pursuant to the Investment Agreement, on October 3, 2019, the Issuer issued and sold to the Investors in a private placement the Convertible Notes in the aggregate principal amount of $5,000,000. The maturity date of the Convertible Notes is September 30, 2020. The principal amount of, and accrued interest through the maturity date on, the Convertible Notes will convert automatically into Preferred Stock (at the original issuance price thereof) solely upon receipt of the approval by the Issuer’s stockholders in accordance with Nasdaq rules. The Convertible Notes will bear interest at 10% per annum, will mature on the third business day before the first anniversary of their issuance date (unless earlier converted) and may be prepaid in full subject to a prepayment premium. The Convertible Notes are convertible at the approval of the Issuer’s stockholders. For a complete description of the Convertible Notes, reference is made to Exhibit 9 of the Schedule 13D.

(c) Except as disclosed herein the Reporting Persons have not effected any transactions during the past sixty (60) days in any securities of the Issuer.

(d) Not applicable.

(e) Not applicable.

Item 7.  Material to Be Filed as Exhibits

The following exhibits are incorporated into this Amendment:

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of January 9, 2020

EXHIBIT INDEX