ABRY Senior Equity V, L.P. - Jun 30, 2022 Form 4 Insider Report for PowerFleet, Inc. (PWFL)

Role: 10%+ Owner
Signature: /s/ Jay M. Grossman, Manager of ABRY Senior Equity Holdings V, LLC, the general partner of ABRY Senior Equity Investors V, L.P., the general partner of ABRY Senior Equity V, L.P.
Stock symbol: PWFL
Transactions as of: Jun 30, 2022
Transactions value $: $877,255
Form type: 4
Date filed: 7/5/2022, 04:30 PM
Previous filing: Apr 4, 2022
Next filing: Oct 4, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PWFL	Series A Preferred Stock	Other	$877K	+877	+1.88%	$1,000.00^*	47.7K	Jun 30, 2022	Common Stock, par value $0.01 per share	120K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	The Reporting Person received 877.255 shares of Series A Preferred Stock (or 119,860 shares of Common Stock on an as-converted basis) as a payment-in-kind dividend on 46,786.923 shares of Series A Preferred Stock (or 6,392,530 shares of Common Stock on an as-converted basis) owned on the dividend record date.

Content

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.

The Reporting Person received 877.255 shares of Series A Preferred Stock (or 119,860 shares of Common Stock on an as-converted basis) as a payment-in-kind dividend on 46,786.923 shares of Series A Preferred Stock (or 6,392,530 shares of Common Stock on an as-converted basis) owned on the dividend record date.