ABRY Senior Equity V, L.P. - 31 Mar 2023 Form 4 Insider Report for PowerFleet, Inc. (AIOT)

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.
Issuer symbol: AIOT
Transactions as of: 31 Mar 2023
Net transactions value: +$927,531
Form type: 4
Filing time: 04 Apr 2023, 16:05:45 UTC
Previous filing: 04 Jan 2023
SEC: View on sec.gov

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	$927,531	+928	+1.9%	$1000.00^*	50,396	31 Mar 2023	Common Stock, par value $0.01 per share	126,729		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 927.531 shares of Series A Preferred Stock (or 126,729 shares of Common Stock on an as-converted basis) as a payment-in-kind dividend on 49,468.341 shares of Series A Preferred Stock (or 6,758,894 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 927.531 shares of Series A Preferred Stock (or 126,729 shares of Common Stock on an as-converted basis) as a payment-in-kind dividend on 49,468.341 shares of Series A Preferred Stock (or 6,758,894 shares of Common Stock on an as-converted basis) owned on the dividend record date.