PowerFleet (AIOT) Form 3 PowerFleet / MICHAEL J CASEY ownership change

SEC Form 3

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^*

CASEY MICHAEL J

(Last) (First) (Middle)

C/O POWERFLEET, INC.

123 TICE BOULEVARD

(Street)

WOODCLIFF LAKE NJ 07677

(City) (State) (Zip)

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of 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

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)
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

Explanation of Responses:

Remarks:

Reflects the beneficial ownership of the reporting person at the time of his appointment as a director of PowerFleet, Inc. ("PowerFleet") and does not include the securities acquired by the reporting person upon 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. ("I.D. Systems"), PowerFleet, Pointer Telocation Ltd. ("Pointer"), Powerfleet Israel Holding Company Ltd. ("Pointer Holdco") and Powerfleet Israel Acquisition Company Ltd. ("Pointer Merger Sub"), 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. ("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"), 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"), 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. The reporting person will file a Form 4 reflecting his acquisition of PowerFleet securities in connection with the consummation of the Transactions. Exhibit 24 - Power of Attorney

No securities are beneficially owned.

	/s/ Ned Mavrommatis, as Attorney-In-Fact for Michael J. Casey	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.