ABRY Senior Equity Holdings V, LLC - Mar 31, 2023 Form 4 Insider Report for PowerFleet, Inc. (PWFL)

Role
10%+ Owner
Signature
/s/ Jay M. Grossman, Manager of ABRY Senior Equity Holdings V, LLC
Stock symbol
PWFL
Transactions as of
Mar 31, 2023
Transactions value $
$1,105,256
Form type
4
Date filed
4/4/2023, 04:05 PM
Previous filing
Jan 4, 2023

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 $928K +928 +1.87% $1,000.00* 50.4K Mar 31, 2023 Common Stock, par value $0.01 per share 127K See footnotes F1, F2, F3, F4
transaction PWFL Series A Preferred Stock Other $178K +178 +1.87% $1,000.00* 9.66K Mar 31, 2023 Common Stock, par value $0.01 per share 24.3K See footnotes F1, F4, F5, F6
* 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 ABRY Senior Equity V, L.P. ("ASE") 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.
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 177.725 shares of Series A Preferred Stock (or 24,282 shares of Common Stock on an as-converted basis) as a payment-in-kind dividend on 9,478.676 shares of Series A Preferred Stock (or 1,295,079 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.