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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MAVROMMATIS NED
   2. Issuer Name and Ticker or Trading Symbol
PowerFleet, Inc. [PWFL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
C/O POWERFLEET, INC., 123 TICE BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
03/16/2021
(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 03/16/2021   M   16,863 A $ 5.93 280,425 D  
Common Stock, par value $0.01 per share 03/16/2021   M   24,339 A $ 5.71 304,764 D  
Common Stock, par value $0.01 per share 03/16/2021   M   30,000 A $ 4.37 334,764 D  
Common Stock, par value $0.01 per share 03/16/2021   M   46,112 A $ 6 380,876 D  
Common Stock, par value $0.01 per share 03/16/2021   F   71,464 (1) D $ 9.05 309,412 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy $ 5.93 03/16/2021   M     16,863 03/30/2015 03/30/2022 Common Stock, par value $0.01 per share 16,863 $ 0 23,678 D  
Employee Stock Options (right to buy $ 5.71 03/16/2021   M     24,339   (2) 04/05/2023 Common Stock, par value 24,339 $ 0 16,503 D  
Employee Stock Options (right to buy $ 4.37 03/16/2021   M     30,000   (3) 03/24/2026 Common Stock, par value 30,000 $ 0 0 D  
Employee Stock Options (right to buy $ 6 03/16/2021   M     46,112   (4) 02/17/2027 Common Stock, par value $0.01 per share 46,112 $ 0 3,888 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MAVROMMATIS NED
C/O POWERFLEET, INC.
123 TICE BOULEVARD
WOODCLIFF LAKE, NJ 07677		       Chief Financial Officer  

Signatures

 By: /s/ Ned Mavrommatis   03/18/2021
**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) These shares of common stock, par value $0.01 per share (the "Common Stock") of PowerFleet, Inc. (the "Company") were withheld by the Company to pay the exercise price of the options exercised, as reported herein, and to satisfy tax withholding obligations.
(2) These options vested in equal increments over a four-year period commencing on the April 3, 2013, such that 25% of the options vested on the first, second, third and fourth anniversaries of the grant date.
(3) These options vested in equal increments over a four-year period commencing on the March 24, 2016, such that 25% of the options vested on the first, second, third and fourth anniversaries of the grant date.
(4) These options vested in equal increments over a four-year period commencing on the February 17, 2017, such that 25% of the options vested on the first, second, third and fourth anniversaries of the grant date.

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