Sec Form 3 Filing - Ingram Melissa Rose @ 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 Ingram Melissa Rose 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) See remarks (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 43,566 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 Employee Stock Options (right to buy) $ 2.98 ( 1 ) 03/08/2032 Common Stock, par value $0.01 per share 65,000 D Employee Stock Options (right to buy) $ 2.98 ( 2 ) 03/08/2032 Common Stock, par value $0.01 per share 130,000 D Employee Stock Options (right to buy) $ 3.13 ( 3 ) 05/26/2033 Common Stock, par value $0.01 per share 25,000 D Employee Stock Options (right to buy) $ 3.13 ( 4 ) 05/26/2033 Common Stock, par value $0.01 per share 35,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ingram Melissa Rose C/O POWERFLEET, INC. 123 TICE BOULEVARD WOODCLIFF LAKE, NJ07677 See remarks Signatures /s/ Melissa Rose Ingram 04/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 8, 2022, the reporting person was granted options to purchase 65,000 shares of common stock, par value $0.01 per share ("Common Stock"), of Powerfleet, Inc. ("Powerfleet"). These options have vested in full as of the date of this report. ( 2 )On March 8, 2022, the reporting person was granted options to purchase 130,000 shares of Common Stock of Powerfleet. The shares underlying these options will vest in full if the volume weighted average price of the Common Stock during a consecutive 60 trading day period (the "60 Day VWAP") reaches $12.00 per share, provided that the reporting person is employed by Powerfleet on such date. ( 3 )On May 26, 2023, the reporting person was granted options to purchase 25,000 shares of Common Stock of Powerfleet. These options have vested in full as of the date of this report. ( 4 )On May 26, 2023, the reporting person was granted options to purchase 35,000 shares of Common Stock of Powerfleet. The shares underlying these options will vest in full if the 60 Day VWAP reaches $12.00 per share, provided that the reporting person is employed by Powerfleet on such date.

Remarks: Melissa Rose Ingram is the Chief Corporate Development Officer of Powerfleet. Exhibit 24 - Power of Attorney

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