4//SEC Filing
Mahlab David 4
Accession 0001493152-19-015179
CIK 0001774170other
Filed
Oct 6, 8:00 PM ET
Accepted
Oct 7, 8:35 PM ET
Size
11.1 KB
Accession
0001493152-19-015179
Insider Transaction Report
Form 4
PowerFleet, Inc.PWFL
Mahlab David
DirectorCEO International
Transactions
- Award
Restricted Stock Units
2019-10-03+66,684→ 66,684 total→ Common Stock, par value $0.01 per share (66,684 underlying) - Award
Common Stock, par value $0.01 per share
2019-10-03+376,411→ 376,411 total
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, (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 (the "Pointer Merger"). 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 Pointer Merger, each ordinary share, par value NIS 3.00 per share, of Pointer ("Pointer Ordinary Share") was cancelled in exchange for $8.50 in cash, without interest, and 1.272 shares of common stock, par value $0.01 per share, of PowerFleet ("PowerFleet Common Stock"). The closing price per Pointer Ordinary Share on October 2, 2019 (the last trading day prior to the date of the effective time of the Pointer Merger (the "Pointer Merger Effective Time")) was $15.27.
- [F4]Each restricted stock unit represents a contingent right to receive one share of PowerFleet Common Stock.
- [F5]Represents PowerFleet restricted stock units received in exchange for Pointer restricted stock units ("Pointer RSUs"). In accordance with the terms of the Merger Agreement, each Pointer RSU that was outstanding and unvested immediately prior to the Pointer Merger Effective Time was cancelled and substituted with restricted stock units under the PowerFleet, Inc. 2018 Incentive Plan representing the right to receive, on the same material terms and conditions as were applicable under such Pointer RSU immediately prior to the Pointer Merger Effective Time, that number of shares of PowerFleet Common Stock equal to the product of (i) the number of Pointer Ordinary Shares underlying such Pointer RSU immediately prior to the Pointer Merger Effective Time multiplied by (ii) 2.544, with any fractional shares rounded down to the nearest lower whole number of shares of PowerFleet Common Stock.
- [F6]These restricted stock units vest in two equal installments on April 3, 2020 and October 3, 2020.
Documents
Issuer
PowerFleet, Inc.
CIK 0001774170
Entity typeother
Related Parties
1- filerCIK 0001786904
Filing Metadata
- Form type
- 4
- Filed
- Oct 6, 8:00 PM ET
- Accepted
- Oct 7, 8:35 PM ET
- Size
- 11.1 KB