| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/02/2024 |
3. Issuer Name and Ticker or Trading Symbol
Powerfleet, Inc. [ PWFL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
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| Common Stock, par value $0.01 per share | 43,566 | D |
| 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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Options (right to buy) | (1) | 03/08/2032 | Common Stock, par value $0.01 per share | 65,000 | 2.98 | D | |
| Employee Stock Options (right to buy) | (2) | 03/08/2032 | Common Stock, par value $0.01 per share | 130,000 | 2.98 | D | |
| Employee Stock Options (right to buy) | (3) | 05/26/2033 | Common Stock, par value $0.01 per share | 25,000 | 3.13 | D | |
| Employee Stock Options (right to buy) | (4) | 05/26/2033 | Common Stock, par value $0.01 per share | 35,000 | 3.13 | D | |
| Explanation of Responses: |
| 1. On March 8, 2022, the reporting person was granted options to purchase 65,000 shares of common stock, par value $0.01 per share ("Common Stock"), of Powerfleet, Inc. ("Powerfleet"). These options have vested in full as of the date of this report. |
| 2. On March 8, 2022, the reporting person was granted options to purchase 130,000 shares of Common Stock of Powerfleet. The shares underlying these options will vest 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 Powerfleet on such date. |
| 3. On May 26, 2023, the reporting person was granted options to purchase 25,000 shares of Common Stock of Powerfleet. These options have vested in full as of the date of this report. |
| 4. On May 26, 2023, the reporting person was granted options to purchase 35,000 shares of Common Stock of Powerfleet. The shares underlying these options will vest in full if the 60 Day VWAP reaches $12.00 per share, provided that the reporting person is employed by Powerfleet on such date. |
| Remarks: |
| Melissa Rose Ingram is the Chief Corporate Development Officer of Powerfleet. Exhibit 24 - Power of Attorney |
| /s/ Melissa Rose Ingram | 04/12/2024 | |
| ** 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 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).
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.