Sec Form 3 Filing - Tasker Charles W @ Powerfleet, Inc. - 2024-04-02

FORM 3 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 Tasker Charles W 2. Issuer Name and Ticker or Trading Symbol Powerfleet, Inc. [ PWFL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Revenue Officer (Last) (First) (Middle) C/O POWERFLEET, INC., 123 TICE BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2024 (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 757,866 ( 1 ) D Common Stock, par value $0.01 per share 309,880 ( 1 ) I By Wife

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 Stock Appreciation Right $ 3.46 ( 1 ) ( 7 ) ( 2 ) 08/05/2025 Common Stock 127,620 ( 1 ) D Stock Appreciation Right $ 2.45 ( 1 ) ( 7 ) ( 3 ) 06/01/2026 Common Stock 114,858 ( 1 ) D Stock Appreciation Right $ 3.06 ( 1 ) ( 7 ) ( 4 ) 12/09/2027 Common Stock 102,096 ( 1 ) D Stock Appreciation Right $ 2.11 ( 1 ) ( 7 ) ( 5 ) 11/01/2028 Common Stock 74,657 ( 1 ) D Stock Appreciation Right $ 2.08 ( 1 ) ( 7 ) ( 6 ) 06/26/2029 Common Stock 63,810 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tasker Charles W C/O POWERFLEET, INC. 123 TICE BOULEVARD WOODCLIFF LAKE, NJ07677 Chief Revenue Officer Signatures /s/ Charles W. Tasker 04/11/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents securities acquired in connection with the consummation of the transactions (the "Transactions") contemplated by the Implementation Agreement, dated 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. ( 2 )95,715 shares of common stock underlying these stock appreciation rights have vested as of the date of this report. The remaining shares of common stock underlying these stock appreciation rights vest on August 5, 2024, provided that the reporting person is employed by Powerfleet on such date. ( 3 )57,429 shares of common stock underlying these stock appreciation rights have vested as of the date of this report. The remaining shares of common stock underlying these stock appreciation rights vest in equal installments on each of June 1, 2024 and June 1, 2025, provided that the reporting person is employed by Powerfleet on each such date. ( 4 )25,524 shares of common stock underlying these stock appreciation rights have vested as of the date of this report. The remaining shares of common stock underlying these stock appreciation rights vest in equal installments on each of December 9, 2024, December 9, 2025 and December 9, 2026, provided that the reporting person is employed by Powerfleet on each such date. ( 5 )The shares of common stock underlying these stock appreciation rights will vest in equal installments on each of November 1, 2024, November 1, 2025, November 1, 2026 and November 1, 2027, provided that the reporting person is employed by Powerfleet on each such date. ( 6 )The shares of common stock underlying these stock appreciation rights will vest in equal installments on each of June 26, 2025, June 26, 2026, June 26, 2027 and June 26, 2028, provided that the reporting person is employed by Powerfleet on each such date. ( 7 )For purposes of this table, the award price has been converted, based on the South African Rand/U.S. dollar exchange rate in effect as of April 2, 2024.

Remarks: Exhibit 24 - Power of Attorney

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