Ian Jacobs - Apr 2, 2024 Form 4 Insider Report for Powerfleet, Inc. (PWFL)

Role: Director
Signature: /s/ Ian V. Jacobs
Stock symbol: PWFL
Transactions as of: Apr 2, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/2/2024, 05:09 PM
Previous filing: Jun 14, 2022
Next filing: Jun 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PWFL	Common Stock, par value $0.01 per share	Award	$0	+30.7K		$0.00	30.7K	Apr 2, 2024	Direct	F1
transaction	PWFL	Common stock, par value $0.01 per share	Award	$0	+4.35M		$0.00	4.35M	Apr 2, 2024	See footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	Reflects acquisition in connection with the consummation of the transactions (the "Transactions") contemplated by the Implementation Agreement, dated as of 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.
F2	These securities are directly owned by 786 Partners LP and 402 Fund LP. The reporting person has voting and investment power over such securities. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Content

Reflects acquisition in connection with the consummation of the transactions (the "Transactions") contemplated by the Implementation Agreement, dated as of 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.

These securities are directly owned by 786 Partners LP and 402 Fund LP. The reporting person has voting and investment power over such securities. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.