Sec Form 4 Filing - Adams Christopher R. @ CalAmp Corp. - 2024-02-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Adams Christopher R. 2. Issuer Name and Ticker or Trading Symbol CalAmp Corp. [ CAMP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O CALAMP CORP., 15635 ALTON PARKWAY, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2024 (Street) IRVINE, CA92618 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units (RSUs) ( 1 ) 02/05/2024 A 32,609 ( 2 ) ( 2 ) Common Stock 32,609 $ 0 32,609 D Performance Stock Units (PSUs) ( 1 ) 02/05/2024 A 32,609 ( 3 ) ( 3 ) Common Stock 32,609 $ 0 32,609 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Adams Christopher R. C/O CALAMP CORP. 15635 ALTON PARKWAY, SUITE 250 IRVINE, CA92618 X President and CEO Signatures Kevin Hansen, Attorney-in-Fact 02/07/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )RSUs and PSUs convert into common stock on a one-for-one basis. ( 2 )The RSUs vest at the rate of 33.33% on the 1 year anniversary of date of grant and 8.33% quarterly thereafter. ( 3 )The PSUs vest at the rate of 33.33% on the 1 year anniversary of the date of grant and 8.33% quarterly thereafter, subject to CalAmp Corp.'s common stock achieving certain specified stock price hurdles. 1) 50% of the PSUs will vest upon satisfaction of the service-based requirement and achievement of Stock Price Hurdle A as determined by the CalAmp Corp.'s Board of Directors. 2) The remaining 50% of the PSUs will vest upon satisfaction of the service-based requirement and achievement of Stock Price Hurdle B as determined by the CalAmp Corp.'s Board of Directors. However, if Stock Price Hurdle B has not been satisfied by the 3 year anniversary of the date of grant, the remaining 50% of the PSUs may still vest if Stock Price Hurdle B is satisfied by the 5 year anniversary of the date of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.