4//SEC Filing
ABRY Senior Equity Holdings V, LLC 4
Accession 0001493152-22-018542
CIK 0001774170other
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 4:30 PM ET
Size
11.1 KB
Accession
0001493152-22-018542
Insider Transaction Report
Form 4
PowerFleet, Inc.PWFL
ABRY Senior Equity Holdings V, LLC
10% Owner
Transactions
- Other
Series A Preferred Stock
2022-06-30$1000.00/sh+168.092$168,092→ 9,132.979 total(indirect: See footnotes)→ Common Stock, par value $0.01 per share (22,967 underlying) - Other
Series A Preferred Stock
2022-06-30$1000.00/sh+877.255$877,255→ 47,664.178 total(indirect: See footnotes)→ Common Stock, par value $0.01 per share (119,860 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 877.255 shares of Series A Preferred Stock (or 119,860 shares of Common Stock on an as-converted basis) as a payment-in-kind dividend on 46,786.923 shares of Series A Preferred Stock (or 6,392,530 shares of Common Stock on an as-converted basis) owned on the dividend record date.
- [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 Medhini Srinivasan ("Srinivasan"), a Principal of ABRY Partners II, LLC ("ABRY Partners"), an affiliate of ASEH, and Anders Bjork ("Bjork"), a Partner of ABRY Partners, serve on the Issuer's board of directors. Each of Srinivasan 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, Srinivasan 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 168.092 shares of Series A Preferred Stock (or 22,967 shares of Common Stock on an as-converted basis) as a payment-in-kind dividend on 8,964.887 shares of Series A Preferred Stock (or 1,224,879 shares of Common Stock on an as-converted basis) owned on the dividend record date.
- [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
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 4:30 PM ET
- Size
- 11.1 KB