4//SEC Filing
ABRY Senior Equity Holdings V, LLC 4
Accession 0000905718-20-000358
CIK 0001774170other
Filed
Mar 31, 8:00 PM ET
Accepted
Apr 1, 4:59 PM ET
Size
11.0 KB
Accession
0000905718-20-000358
Insider Transaction Report
Form 4
PowerFleet, Inc.PWFL
ABRY Senior Equity Holdings V, LLC
10% Owner
Transactions
- Other
Series A Preferred Stock
2020-03-31$153182.09/sh+153.182$23,464,739→ 8,322.894 total(indirect: See footnotes)→ Common Stock, par value $0.01 per share (20,929 underlying) - Other
Series A Preferred Stock
2020-03-31$799443.28/sh+799.443$639,109,334→ 43,436.418 total(indirect: See footnotes)→ Common Stock, par value $0.01 per share (109,228 underlying)
Footnotes (6)
- [F1]Each share of Series A Preferred Stock is convertible at any time, at the option of the holder, into a number of shares of common stock, par value $0.01 per share, of the Issuer determined by dividing the issue price of the Series A Preferred Stock ($1,000 per share) (the "Issue Price"), plus any accrued and unpaid dividends, by the Series A Conversion Price at the time of conversion. The initial Series A Conversion Price is equal to $7.319, and is subject to adjustment. The Series A Preferred Stock has no expiration date.
- [F2]ABRY Senior Equity V, L.P. ("ASE") received 109,228 shares of Series A Preferred Stock as a payment-in-kind dividend on 5,825,520 shares of Series A Preferred Stock owned on the dividend record date on an as-converted basis.
- [F3]These securities are held directly by ASE. ABRY Senior Equity Investors V, L.P. ("ASEI") is the general partner of ASE. ABRY Senior Equity Holdings V, LLC ("ASEH") is the general partner of ASEI. By virtue of such relationships, ASEH may be deemed to have voting and investment power with respect to the securities held by ASE noted above and as a result may be deemed to have beneficial ownership over such securities.
- [F4]ASEH disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) of the Securities Exchange of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. Currently John Hunt ("Hunt"), a Managing Partner of ABRY Partners II, LLC ("ABRY Partners"), an affiliate of ASEH, and Anders Bjork ("Bjork"), a Partner of ABRY Partners, have been appointed to serve on the Issuer's board of directors. Each of Hunt and Bjork has no control or voting power over the securities held by ASE and ABRY Senior Equity Co-Investment Fund V, L.P. ("ASECF"). This report shall not be deemed an admission that any of ASEH, Hunt or Bjork is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any.
- [F5]ASECF received 20,929 shares of Series A Preferred Stock as a payment-in-kind dividend on 1,116,234 shares of Series A Preferred Stock owned on the dividend record date on an as-converted basis.
- [F6]These securities are held directly by ASECF. ASECI is the general partner of ASECF. ASEH is the sole member of ASECI. By virtue of such relationships, ASEH may be deemed to have voting and investment power with respect to the securities held by ASECF noted above and as a result may be deemed to have beneficial ownership over such securities.
Documents
Issuer
PowerFleet, Inc.
CIK 0001774170
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001790054
Filing Metadata
- Form type
- 4
- Filed
- Mar 31, 8:00 PM ET
- Accepted
- Apr 1, 4:59 PM ET
- Size
- 11.0 KB