Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WOLFE CHRIS ADAMS

2. Issuer Name and Ticker or Trading Symbol
PowerFleet, Inc. [PWFL]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

C/O POWERFLEET, INC., 123 TICE BOULEVARD

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2019

(Street)

WOODCLIFF LAKE, NJ 07677

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	10/03/2019		A⁽¹⁾⁽²⁾⁽³⁾		216,030	A	$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾	216,030	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Options (right to buy)

$ 5.21

10/03/2019

A⁽¹⁾⁽²⁾⁽³⁾

100,000

⁽⁴⁾

08/04/2026

Common Stock, par value $0.01 per share

100,000

⁽⁵⁾

100,000

Employee Stock Options (right to buy)

$ 4.7

10/03/2019

A⁽¹⁾⁽²⁾⁽³⁾

100,000

⁽⁶⁾

12/07/2026

Common Stock, par value $0.01 per share

100,000

⁽⁵⁾

100,000

Employee Stock Options (right to buy)

$ 6.08

10/03/2019

A⁽¹⁾⁽²⁾⁽³⁾

162,500

⁽⁷⁾

01/30/2029

Common Stock, par value $0.01 per share

162,500

⁽⁵⁾

162,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WOLFE CHRIS ADAMS C/O POWERFLEET, INC. 123 TICE BOULEVARD WOODCLIFF LAKE, NJ 07677	X		Chief Executive Officer

Signatures

/s/ Chris A. Wolfe		10/03/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Common stock of PowerFleet, Inc., a Delaware corporation ("PowerFleet"), was acquired pursuant to the consummation of the transactions ( the "Transactions") contemplated by (i) the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 13, 2019, by and among I.D. Systems, Inc., a Delaware corporation ("I.D. Systems"), PowerFleet, Pointer Telocation Ltd., a public company limited by shares formed under the laws of the State of Israel ("Pointer"), Powerfleet Israel Holding Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of PowerFleet ("Pointer Holdco"), and Powerfleet Israel Acquisition Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of Pointer Holdco ("Pointer Merger Sub") (continued in following footnote)
(2)	(continued from previous footnote) and (ii) the Investment and Transaction Agreement, dated as of March 13, 2019, (as amended, the "Investment Agreement"), by and among I.D. Systems, PowerFleet, PowerFleet US Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of PowerFleet prior to the Transactions ("I.D. Systems Merger Sub"), and ABRY Senior Equity V, L.P. and ABRY Senior Equity Co-Investment Fund V, L.P. (collectively, the "Investors"), affiliates of ABRY Partners II, LLC, pursuant to which, at the applicable effective time of each such merger on October 3, 2019, (1) I.D. Systems reorganized into a new holding company structure by merging I.D. Systems Merger Sub with and into I.D. Systems, with I.D. Systems surviving as a direct, wholly-owned subsidiary of PowerFleet (the "I.D. Systems Merger"), (continued in following footnote)
(3)	(continued from previous footnote) and (2) Pointer Merger Sub merged with and into Pointer, with Pointer surviving as a direct, wholly-owned subsidiary of Pointer Holdco and an indirect, wholly-owned subsidiary of PowerFleet. As a result of the Transactions, PowerFleet became a publicly traded corporation, and former I.D. Systems stockholders and former Pointer shareholders now own common stock of PowerFleet. In the I.D. Systems Merger, each share of I.D. Systems common stock, par value $0.01 per share ("I.D. Systems Common Stock"), was exchanged for one share of common stock, par value $0.01 per share, of PowerFleet ("PowerFleet Common Stock"). The closing price per share of I.D. Systems Common Stock on October 2, 2019 (the last trading day prior to the date of the effective time of the I.D. Systems Merger (the "I.D. Systems Merger Effective Time")) was $5.40.
(4)	75% of these options were vested at the I.D. Systems Merger Effective Time. These options were assumed by PowerFleet in the I.D. Systems Merger and converted into options to purchase an identical number of shares of PowerFleet Common Stock for $5.21 per share, with the remaining 25% of these options vesting on August 4, 2020.
(5)	In accordance with the terms of the Investment Agreement, each stock option of I.D. Systems that was outstanding immediately prior to the I.D. Systems Merger Effective Time (whether or not vested) was converted automatically into a stock option to purchase an identical number of shares of PowerFleet Common Stock, on the same terms and conditions as applied to such option immediately prior to the I.D. Systems Merger Effective Time.
(6)	50% of these options were vested at the I.D. Systems Merger Effective Time. These options were assumed by PowerFleet in the I.D. Systems Merger and converted into options to purchase an identical number of shares of PowerFleet Common Stock for $4.70 per share, with the remaining 50% of these options vesting in two equal installments on December 7, 2019 and December 7, 2020.
(7)	None of these options were vested at the I.D. Systems Merger Effective Time. These options were assumed by PowerFleet in the I.D. Systems Merger and converted into options to purchase an identical number of shares of PowerFleet Common Stock for $6.08 per share and will vest in four equal installments on January 30, 2020, January 30, 2021, January 30, 2022 and January 30, 2023.

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