PowerFleet (AIOT) Form 3 PowerFleet / Joaquin Fong 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^*

Fong Joaquin

(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)
08/04/2022

3. Issuer Name and Ticker or Trading Symbol
PowerFleet, Inc. [ PWFL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See "Remarks" 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)
Common Stock, par value $0.01 per share	21,330(1)	D

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
Employee Stock Options (right to buy)	(2)	11/05/2029	Common Stock, par value $0.01 per share	24,546	5.87	D

Explanation of Responses:

1. This amount includes (i) 730 restricted shares of common stock, which shares vest on August 16, 2022, provided that Joaquin Fong (the "Reporting Person") is employed by PowerFleet, Inc. (the "Company") on such date; (ii) 2,428 restricted shares of common stock, which shares vest on June 4, 2023, provided that the Reporting Person is employed by the Company on such date; (iii) 4,091 restricted shares of common stock, 50% of which shares vest on each of November 5, 2022 and November 5, 2023, provided that the Reporting Person is employed by the Company on each such date; and (iv) 5,173 restricted shares of common stock, 33 1/3% of which shares vest on each of February 7, 2023, February 7, 2024 and February 7, 2025, provided that the Reporting Person is employed by the Company on each such date.

2. On November 5, 2019, the Reporting Person was granted options to purchase 32,727 shares of common stock, par value $0.01 per share, under the Company's 2018 Incentive Plan. 8,182 shares subject to this grant were exercised and sold prior to the date hereof. Of the remaining 24,546 shares subject to this grant, (i) 8,182 shares are currently vested and exercisable and (ii) 16,364 shares will vest and become exercisable in equal parts on each of November 5, 2022 and November 5, 2023, provided that the Reporting Person is employed by the Company on each such date.

Remarks:

The Reporting Person is the Global Controller, Principal Financial Officer and Principal Accounting Officer of the Company.

	/s/ Joaquin Fong	08/12/2022
	** 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.