4//SEC Filing
Brakebill Kenneth Warren 4
Accession 0001493152-19-015040
CIK 0000049615other
Filed
Oct 2, 8:00 PM ET
Accepted
Oct 3, 9:07 PM ET
Size
10.7 KB
Accession
0001493152-19-015040
Insider Transaction Report
Form 4
ID SYSTEMS INCIDSY
Brakebill Kenneth Warren
Director
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2019-10-03−118,870→ 0 total - Disposition to Issuer
Stock options (right to buy)
2019-10-03−45,000→ 0 totalExercise: $5.69Exp: 2024-09-08→ Common Stock, par value $0.01 per share (45,000 underlying)
Footnotes (5)
- [F1]Reflects disposition in connection with the consummation of the transactions (the "Transactions") contemplated by (i) the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 13, 2019, by and among I.D. Systems, Inc., a Delaware corporation ("I.D. Systems"), PowerFleet, Inc., a Delaware corporation and wholly-owned subsidiary of I.D. Systems prior to the Transactions ("PowerFleet"), Pointer Telocation Ltd., a public company limited by shares formed under the laws of the State of Israel ("Pointer"), Powerfleet Israel Holding Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of PowerFleet ("Pointer Holdco"), and Powerfleet Israel Acquisition Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of Pointer Holdco ("Pointer Merger Sub") (continued in following footnote)
- [F2](continued from previous footnote) and (ii) the Investment and Transaction Agreement, dated as of March 13, 2019, (as amended, the "Investment Agreement"), by and among I.D. Systems, PowerFleet, PowerFleet US Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of PowerFleet prior to the Transactions ("I.D. Systems Merger Sub"), and ABRY Senior Equity V, L.P. and ABRY Senior Equity Co-Investment Fund V, L.P. (collectively, the "Investors"), affiliates of ABRY Partners II, LLC, pursuant to which, at the applicable effective time of each such merger on October 3, 2019, (1) I.D. Systems reorganized into a new holding company structure by merging I.D. Systems Merger Sub with and into I.D. Systems, with I.D. Systems surviving as a direct, wholly-owned subsidiary of PowerFleet (the "I.D. Systems Merger"), (continued in following footnote)
- [F3](continued from previous footnote) and (2) Pointer Merger Sub merged with and into Pointer, with Pointer surviving as a direct, wholly-owned subsidiary of Pointer Holdco and an indirect, wholly-owned subsidiary of PowerFleet. As a result of the Transactions, PowerFleet became a publicly traded corporation, and former I.D. Systems stockholders and former Pointer shareholders now own common stock of PowerFleet. In the I.D. Systems Merger, each share of I.D. Systems common stock, par value $0.01 per share ("I.D. Systems Common Stock"), was exchanged for one share of common stock, par value $0.01 per share, of PowerFleet ("PowerFleet Common Stock"). The closing price per share of I.D. Systems Common Stock on October 2, 2019 (the last trading day prior to the date of the effective time of the I.D. Systems Merger (the "I.D. Systems Merger Effective Time")) was $5.40.
- [F4]These options were fully vested and exercisable at the I.D. Systems Merger Effective Time. These options were assumed by PowerFleet in the I.D. Systems Merger and converted into options to purchase an identical number of shares of PowerFleet Common Stock for $5.69 per share
- [F5]In accordance with the terms of the Investment Agreement, each stock option of I.D. Systems that was outstanding immediately prior to the I.D. Systems Merger Effective Time (whether or not vested) was converted automatically into a stock option to purchase an identical number of shares of PowerFleet Common Stock, on the same terms and conditions as applied to such option immediately prior to the I.D. Systems Merger Effective Time.
Documents
Issuer
ID SYSTEMS INC
CIK 0000049615
Entity typeother
Related Parties
1- filerCIK 0001611396
Filing Metadata
- Form type
- 4
- Filed
- Oct 2, 8:00 PM ET
- Accepted
- Oct 3, 9:07 PM ET
- Size
- 10.7 KB