PowerFleet : FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Michael Brodsky

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

Brodsky Michael 0001403388

Powerfleet, Inc. [ PWFL ]

(Check all applicable)

X

Director

10% Owner

Officer (give title

Other (specify

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (Month/Day/Year)

below)

below)

C/O POWERFLEET, INC.

05/16/2024

123 TICE BOULEVARD

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable

(Street)

Line)

X Form filed by One Reporting Person

WOODCLIFF NJ

07677

Form filed by More than One Reporting

LAKE

Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction

2A.

3.

4. Securities Acquired (A) or

5. Amount of

6. Ownership

7. Nature

Date (Month/

Deemed

Transaction

Disposed Of (D) (Instr. 3, 4 and 5)

Securities

Form: Direct

of Indirect

Day/Year)

Execution

Code (Instr.

Beneficially Owned

(D) or Indirect

Beneficial

Date, if

8)

Following

(I) (Instr. 4)

Ownership

any

Reported

(Instr. 4)

(Month/

(A) or

Transaction(s)

Day/

Code

V

Amount

Price

(Instr. 3 and 4)

Year)

(D)

Common Stock, par value $0.01 per share

05/16/2024

A

18,028(1)

A

$0(1)

275,206

D

By Vajra

Common Stock, par value $0.01 per share

76,000

I

Fund I,

L.P.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A.

4.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price

9. Number of

10.

11. Nature

Derivative

Conversion

Date (Month/

Deemed

Transaction

Derivative

Expiration Date (Month/Day/

Securities Underlying

of

Derivative

Ownership

of Indirect

Security

or Exercise

Day/Year)

Execution

Code (Instr.

Securities

Year)

Derivative Security

Derivative

Securities

Form:

Beneficial

(Instr. 3)

Price of

Date, if

8)

Acquired (A) or

(Instr. 3 and 4)

Security

Beneficially

Direct (D)

Ownership

Derivative

any

Disposed of (D)

(Instr. 5)

Owned

or Indirect

(Instr. 4)

Security

(Month/

(Instr. 3, 4

Following

(I) (Instr.

Day/

and 5)

Reported

4)

Year)

Transaction(s)

Amount

(Instr. 4)

or

Number

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Stock

Common

Stock,

options

$5.45

05/16/2024

A

35,920

(3)

35,920

$0(3)

05/16/2034

par value

35,920

D

(right

$0.01

to buy)

per share

Explanation of Responses:

1. On May 16, 2024 (the "Grant Date"), the reporting person was granted 18,028 restricted shares of common stock, par value $0.01 per share ("Common Stock"), of Powerfleet, Inc. (the "Company") under the Company's 2018 Incentive Plan, as amended (the "2018 Plan"), in consideration of his services as a director of the Company. Subject to the terms and conditions of a restricted stock award agreement and the 2018 Plan, this award will vest in full on the

first anniversary of the Grant Date, provided that the reporting person is serving as a director of the Company on such date.

1. The reporting person, as the general partner of Vajra Fund I, L.P. ("Vajra Fund"), may be deemed to beneficially own the securities held by Vajra Fund. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
2. On the Grant Date, the reporting person was granted options to purchase 35,920 shares of Common Stock under the 2018 Plan, in consideration of his services as a director of the Company. These options vest in equal installments on the last day of each fiscal quarter over a period of 10 fiscal quarters following the Grant Date, provided that the reporting person is serving as a director of the Company on each such date.

Remarks:

/s/ David Wilson, as Attorney-in-Fact for	06/03/2024
Michael Brodsky
** Signature of Reporting Person	Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

• If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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