Sec Form 4 Filing - Frumberg Charles @ PowerFleet, Inc. - 2022-05-16

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

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1. Name and Address of Reporting Person Frumberg Charles 2. Issuer Name and Ticker or Trading Symbol PowerFleet, Inc. [ PWFL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O POWERFLEET, INC., 123 TICE BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2022 (Street) WOODCLIFF LAKE, NJ07677 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 Common Stock, par value $0.01 per share 05/16/2022 S( 1 ) 11,716 D $ 2.2351( 2 ) 27,699( 3 ) I See footnote( 4 ) Common Stock, par value $0.01 per share 05/17/2022 S( 1 ) 27,699 D $ 2.2543( 5 ) 0 I See footnote( 4 ) Common Stock, par value $0.01 per share 114,660( 6 ) D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Frumberg Charles C/O POWERFLEET, INC. 123 TICE BOULEVARD WOODCLIFF LAKE, NJ07677 X Signatures /s/ Charles Frumberg 05/18/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These transactions were executed in order to effect a final liquidation of Emancipation Capital SPV IV LLC ("Emancipation SPV IV"). ( 2 )This transaction was executed in multiple trades at prices ranging from $2.23 to $2.26, inclusive. The price reported above reflects the weighted average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. ( 3 )In addition to the transaction noted in footnote (2), reflects shares resulting from pro rata distributions by Emancipation Capital, LP ("Emancipation LP") and Emancipation SPV IV that occurred prior to the earliest transaction date of this report. ( 4 )These securities are directly held by (i) Emancipation LP and (ii) Emancipation SPV IV. Emancipation Management LLC ("Emancipation Management") serves as the investment manager of Emancipation LP and Emancipation SPV IV. Emancipation Capital LLC ("Emancipation Capital") is the managing member of Emancipation SPV IV. Mr. Frumberg is the managing member of Emancipation Management and Emancipation Capital. By virtue of the foregoing relationships, the Reporting Person may be deemed to indirectly beneficially own the securities directly held by Emancipation LP and Emancipation SPV IV. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. ( 5 )This transaction was executed in multiple trades at prices ranging from $2.19 to $2.34, inclusive. The price reported above reflects the weighted average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. ( 6 )Includes 39,674 shares received as pro rata distributions from Emancipation LP and Emancipation SPV IV.

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).

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