| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PowerFleet, Inc. [ PWFL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 01/05/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 01/05/2022 | A | 200,000(1) | A | $0 | 200,000 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options (right to buy) | $4.81 | 01/05/2022 | A | 500,000 | (2) | 01/05/2032 | Common Stock, par value $0.01 per share | 500,000 | $0 | 500,000 | D | ||||
| Employee Stock Options (right to buy) | $10.5 | 01/05/2022 | A | 875,000 | (3) | 01/05/2032 | Common Stock, par value $0.01 per share | 875,000 | $0 | 875,000 | D | ||||
| Employee Stock Options (right to buy) | $14 | 01/05/2022 | A | 1,250,000 | (4) | 01/05/2032 | Common Stock, par value $0.01 per share | 1,250,000 | $0 | 1,250,000 | D | ||||
| Employee Stock Options (right to buy) | $21 | 01/05/2022 | A | 2,000,000 | (5) | 01/05/2032 | Common Stock, par value $0.01 per share | 2,000,000 | $0 | 2,000,000 | D | ||||
| Explanation of Responses: |
| 1. On January 5, 2022 (the "Grant Date"), Steve Towe (the "Reporting Person") was granted 200,000 restricted shares of common stock, par value $0.01 per share ("Common Stock"), of PowerFleet, Inc. (the "Company") under the Company's 2018 Incentive Plan, as amended (the "2018 Plan"), in consideration of his appointment as the Chief Executive Officer of the Company. Subject to the terms and conditions of a restricted stock award agreement and the 2018 Plan, this award vests as to 25% of such shares 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. |
| 2. On the Grant Date, as an inducement material to the Reporting Person's entering into employment with the Company, the Reporting Person was granted options to purchase 500,000 shares of Common Stock. Subject to the terms and conditions of a stock option award agreement, 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, as an inducement material to the Reporting Person's entering into employment with the Company, the Reporting Person was granted options to purchase 875,000 shares of Common Stock. Subject to the terms and conditions of a stock option award agreement, 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 $10.50 per share, provided that the Reporting Person is employed by the Company on such date. |
| 4. On the Grant Date, as an inducement material to the Reporting Person's entering into employment with the Company, the Reporting Person was granted options to purchase 1,250,000 shares of Common Stock. Subject to the terms and conditions of a stock option award agreement, this award vests in full if the 60 Day VWAP reaches $14.00 per share, provided that the Reporting Person is employed by the Company on such date. |
| 5. On the Grant Date, as an inducement material to the Reporting Person's entering into employment with the Company, the Reporting Person was granted options to purchase 2,000,000 shares of Common Stock. Subject to the terms and conditions of a stock option award agreement, this award vests in full if the 60 Day VWAP reaches $21.00 per share, provided that the Reporting Person is employed by the Company on such date. |
| /s/ Ned Mavrommatis, as Attorney-In-Fact for Steve Towe | 01/10/2022 | |
| ** 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 4 (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. | ||
