| 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/03/2019 | 3. Issuer Name and Ticker or Trading Symbol PowerFleet, Inc. [ PWFL ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock, par value $0.01 per share | 5,720,640(1) | (1) | I | See footnotes(2)(4) |
| Series A Preferred Stock | (1) | (1) | Common Stock, par value $0.01 per share | 1,096,138(1) | (1) | I | See footnotes(3)(4) |
| Convertible Promissory Notes | (5) | 09/30/2020 | Common Stock, par value $0.01 per share | $4,186,936.64 | (5) | I | See footnotes(2)(4) |
| Convertible Promissory Notes | (5) | 09/30/2020 | Common Stock, par value $0.01 per share | $802,263.36 | (5) | I | See footnotes(3)(4) |
| Explanation of Responses: |
| 1. Each share of Series A Preferred Stock is convertible at any time, at the option of the holder, into a number of shares of common stock, par value $0.01 per share, of the Issuer determined by dividing the issue price of the Series A Preferred Stock ($1,000 per share) (the "Issue Price"), plus any accrued and unpaid dividends, by the Series A Conversion Price at the time of conversion. The initial Series A Conversion Price is equal to $7.319, and is subject to adjustment. The Series A Preferred Stock has no expiration date. |
| 2. These securities are held directly by ABRY Senior Equity V, L.P. ("ASE"). ABRY Senior Equity Investors V, L.P. (the "ASEI") is the general partner of ASE. ABRY Senior Equity Holdings V, LLC ("ASEH") is the general partner of ASEI. By virtue of such relationships, ASEH may be deemed to have voting and investment power with respect to the securities held by ASE noted above and as a result may be deemed to have beneficial ownership over such securities. |
| 3. These securities are held directly by ABRY Senior Equity Co-Investment Fund V, L.P. ("ASECF"). ABRY Senior Equity Co-Investment GP V, LLC (the "ASECI") is the general partner of ASECF. ASEH 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 ASECF noted above and as a result may be deemed to have beneficial ownership over such securities. |
| 4. ASEH disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) of the Securities Exchange of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. 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, have been appointed to 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. This report shall not be deemed an admission that any of ASEH, Hunt or Bjork is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any. |
| 5. The principal amount of the Convertible Promissory Notes of the Issuer (the "Convertible Notes") held by ASE is $4,186,936.64. The principal amount of the Convertible Notes held by ASECF is $802,263.36. The Convertible Notes (including accrued interest) are convertible at the approval of the Issuer's stockholders. 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 equal to the Issue Price. |
| /s/ Jay M. Grossman, Manager of ABRY Senior Equity Holdings V, LLC | 10/03/2019 | |
| ** 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. | ||
