4//SEC Filing
Frumberg Charles 4
Accession 0001493152-19-015052
CIK 0001774170other
Filed
Oct 2, 8:00 PM ET
Accepted
Oct 3, 9:15 PM ET
Size
13.6 KB
Accession
0001493152-19-015052
Insider Transaction Report
Form 4
PowerFleet, Inc.PWFL
Frumberg Charles
Director
Transactions
- Award
Common Stock, par value $0.01 per share
2019-10-03+41,377→ 41,377 total - Award
Common Stock, par value $0.01 per share
2019-10-03+1,720,770→ 1,720,770 total(indirect: See footnote) - Award
Stock options (right to buy)
2019-10-03+45,000→ 45,000 totalExercise: $6.08Exp: 2028-07-10→ Common Stock, par value $0.01 per share (45,000 underlying)
Footnotes (6)
- [F1]Common stock of PowerFleet, Inc., a Delaware corporation ("PowerFleet"), was acquired pursuant to 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, 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 securities are directly held by (i) Emancipation Capital Master, Ltd. ("Emancipation Master") and (ii) Emancipation Capital SPV IV LLC ("Emancipation SPV IV"). Emancipation Management LLC ("Emancipation Management") serves as the investment manager of Emancipation Master and Emancipation SPV IV. Emancipation Capital LLC ("Emancipation Capital") is the managing member of Emancipation SPV IV. Charles Frumberg (the "Reporting Person") 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 Master and Emancipation SPV IV. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
- [F5]25% of these options were vested 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 $6.08 per share, with the remaining 75% of these options vesting in three equal installments on July 10, 2020, July 10, 2021 and July 10, 2022.
- [F6]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
PowerFleet, Inc.
CIK 0001774170
Entity typeother
Related Parties
1- filerCIK 0001314587
Filing Metadata
- Form type
- 4
- Filed
- Oct 2, 8:00 PM ET
- Accepted
- Oct 3, 9:15 PM ET
- Size
- 13.6 KB