FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Maley Patrick John
2. Date of Event Requiring Statement (Month/Day/Year)
08/29/2022
3. Issuer Name and Ticker or Trading Symbol
PowerFleet, Inc. [PWFL]
(Last)
(First)
(Middle)
C/O POWERFLEET, INC., 123 TICE BOULEVARD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Revenue Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WOODCLIFF LAKE, NJ 07677
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share 75,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy)   (2) 03/07/2032 Common Stock, par value $0.01 per share 150,000 $ 2.85 D  
Employee Stock Options (right to buy)   (3) 03/07/2032 Common Stock, par value $0.01 per share 450,000 $ 2.85 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maley Patrick John
C/O POWERFLEET, INC.
123 TICE BOULEVARD
WOODCLIFF LAKE, NJ 07677
      Chief Revenue Officer  

Signatures

/s/ Patrick J. Maley 09/09/2022
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Consists of 75,000 restricted shares of common stock, par value $0.01 per share ("Common Stock"), of PowerFleet, Inc. (the "Company") granted to Patrick Maley (the "Reporting Person") under the Company's 2018 Incentive Plan, as amended (the "2018 Plan"), which vest as to 25% of such shares on each of the first, second, third and fourth anniversaries of March 7, 2022 (the "Grant Date"), provided that the Reporting Person is employed by the Company on each such date.
(2) On the Grant Date, the Reporting Person was granted options to purchase 150,000 shares of Common Stock under the 2018 Plan. Subject to the terms and conditions of a stock option grant agreement and the 2018 Plan, 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.
(3) On the Grant Date, the Reporting Person was granted options to purchase 450,000 shares of Common Stock under the 2018 Plan. Subject to the terms and conditions of a stock option grant agreement and the 2018 Plan, 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 $12.00 per share, provided that the Reporting Person is employed by the Company on such date.
 
Remarks:
Exhibit 24 - Power of Attorney.

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