SEC FORM 3

SEC FORM 3 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^*

Bates Jonathan Michael

(Last)

(First)

(Middle)

C/O POWERFLEET, INC.

123 TICE BOULEVARD

(Street)

WOODCLIFF LAKE

07677

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2024

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)
	Chief Product Officer

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Appreciation Right	⁽²⁾	08/05/2025	Common Stock, par value $0.01 per share	31,905⁽¹⁾	$3.46⁽¹⁾⁽⁷⁾	D
Stock Appreciation Right	⁽³⁾	06/01/2026	Common Stock, par value $0.01 per share	31,905⁽¹⁾	$2.45⁽¹⁾⁽⁷⁾	D
Stock Appreciation Right	⁽⁴⁾	12/09/2027	Common Stock, par value $0.01 per share	63,810⁽¹⁾	$3.06⁽¹⁾⁽⁷⁾	D
Stock Appreciation Right	⁽⁵⁾	11/01/2028	Common Stock, par value $0.01 per share	63,810⁽¹⁾	$2.11⁽¹⁾⁽⁷⁾	D
Stock Appreciation Right	⁽⁶⁾	06/26/2029	Common Stock, par value $0.01 per share	63,810⁽¹⁾	$2.08⁽¹⁾⁽⁷⁾	D

Explanation of Responses:

1. Represents securities acquired in connection with the consummation of the transactions (the "Transactions") contemplated by the Implementation Agreement, dated October 10, 2023, by and among Powerfleet, Inc. ("Powerfleet"), Main Street 2000 Proprietary Limited ("Powerfleet Sub"), and MiX Telematics Limited ("MiX Telematics"), pursuant to which, on April 2, 2024, Powerfleet Sub acquired all of the issued ordinary shares of MiX Telematics, including the ordinary shares represented by MiX Telematics' American Depositary Shares, through the implementation of a scheme of arrangement, in exchange for shares of common stock, par value $0.01 per share, of Powerfleet. As a result of the Transactions, MiX Telematics became an indirect, wholly owned subsidiary of Powerfleet and former MiX Telematics shareholders now own common stock of Powerfleet. The closing price per share of Powerfleet common stock on April 1, 2024 (the last trading day prior to the closing date of the Transactions) was $4.92.

2. 23,928 shares of common stock underlying these stock appreciation rights have vested as of the date of this report. The remaining shares of common stock underlying these stock appreciation rights vest on August 5, 2024, provided that the reporting person is employed by Powerfleet on such date.

3. 15,952 shares of common stock underlying these stock appreciation rights have vested as of the date of this report. The remaining shares of common stock underlying these stock appreciation rights vest in equal installments on each of June 1, 2024 and June 1, 2025, provided that the reporting person is employed by Powerfleet on each such date.

4. 15,952 shares of common stock underlying these stock appreciation rights have vested as of the date of this report. The remaining shares of common stock underlying these stock appreciation rights vest in equal installments on each of December 9, 2024, December 9, 2025 and December 9, 2026, provided that the reporting person is employed by Powerfleet on each such date.

5. The shares of common stock underlying these stock appreciation rights will vest in equal installments on each of November 1, 2024, November 1, 2025, November 1, 2026 and November 1, 2027, provided that the reporting person is employed by Powerfleet on each such date.

6. The shares of common stock underlying these stock appreciation rights will vest in equal installments on each of June 26, 2025, June 26, 2026, June 26, 2027 and June 26, 2028, provided that the reporting person is employed by Powerfleet on each such date.

7. For purposes of this table, the award price has been converted, based on the South African Rand/U.S. dollar exchange rate in effect as of April 2, 2024.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jonathan M. Bates	04/17/2024
	** 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).
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