| 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 | $893,703 | +894 | +1.9% | $1000.00* | 48,558 | 30 Sep 2022 | Common Stock, par value $0.01 per share | 122,108 | See footnotes | F1, F2, F3, F4 | |
| transaction | PWFL | Series A Preferred Stock | Other | $171,243 | +171 | +1.9% | $1000.00* | 9,304 | 30 Sep 2022 | Common Stock, par value $0.01 per share | 23,398 | See footnotes | F1, F4, F5, F6 |
| 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 | ABRY Senior Equity V, L.P. ("ASE") received 893.703 shares of Series A Preferred Stock (or 122,108 shares of Common Stock on an as-converted basis) as a payment-in-kind dividend on 47,664.178 shares of Series A Preferred Stock (or 6,512,390 shares of Common Stock on an as-converted basis) owned on the dividend record date. |
| F3 | These securities are held directly by ASE. ABRY Senior Equity Investors V, L.P. ("ASEI") is the general partner of ASE. ABRY Senior Equity Holdings V, LLC ("ASEH") is the general partner of ASEI. By virtue of such relationships, ASEH may be deemed to have voting and investment power with respect to the securities held by ASE noted above and as a result may be deemed to have beneficial ownership over such securities. |
| F4 | ASEH disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) of the Securities Exchange of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. Currently Medhini Srinivasan ("Srinivasan"), a Principal of ABRY Partners II, LLC ("ABRY Partners"), an affiliate of ASEH, and Anders Bjork ("Bjork"), a Partner of ABRY Partners, serve on the Issuer's board of directors. Each of Srinivasan and Bjork has no control or voting power over the securities held by ASE and ABRY Senior Equity Co-Investment Fund V, L.P. ("ASECF"). This report shall not be deemed an admission that any of ASEH, Srinivasan or Bjork is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any. |
| F5 | ASECF received 171.243 shares of Series A Preferred Stock (or 23,398 shares of Common Stock on an as-converted basis) as a payment-in-kind dividend on 9,132.979 shares of Series A Preferred Stock (or 1,247,846 shares of Common Stock on an as-converted basis) owned on the dividend record date. |
| F6 | These securities are held directly by ASECF. ASECI is the general partner of ASECF. ASEH is the sole member of ASECI. By virtue of such relationships, ASEH may be deemed to have voting and investment power with respect to the securities held by ASECF noted above and as a result may be deemed to have beneficial ownership over such securities. |