PowerFleet : FORM 4-STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP-Towe Steven Mark

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

Towe Steven Mark

Powerfleet, Inc. [ PWFL ]

Issuer

(Check all applicable)

X

Director

10% Owner

(Last)

(First)

(Middle)

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

X

Officer (give

Other (specify

C/O POWERFLEET, INC.

04/02/2024

title below)

below)

Chief Executive Officer

123 TICE BOULEVARD

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

6. Individual or Joint/Group Filing (Check

(Street)

Year)

Applicable Line)

WOODCLIFF NJ

07677

X Form filed by One Reporting Person

Form filed by More than One

LAKE

Reporting 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.

7. Nature

Date (Month/

Deemed

Transaction

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

Securities

Ownership

of Indirect

Day/Year)

Execution

Code (Instr.

5)

Beneficially

Form: Direct

Beneficial

Date, if

8)

Owned

(D) or

Ownership

any

Following

Indirect (I)

(Instr. 4)

(Month/

(A) or

Reported

(Instr. 4)

Day/

Code

V

Amount

Price

Transaction(s)

Year)

(D)

(Instr. 3 and 4)

Common Stock, par value $0.01 per

04/02/2024

F

470,000(1)

D

$5.12

661,754

D

share

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

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

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/ Day/Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired

1. or
   Disposed of (D) (Instr. 3, 4
   and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and	8. Price	9. Number of	10.	11. Nature
Amount of	of	Derivative	Ownership	of Indirect
Securities	Derivative	Securities	Form:	Beneficial
Underlying	Security	Beneficially	Direct (D)	Ownership
Derivative	(Instr. 5)	Owned	or Indirect	(Instr. 4)
Security		Following	(I) (Instr.
(Instr. 3 and		Reported	4)
4)		Transaction(s)
		(Instr. 4)

								Amount
								or
								Number
					Date	Expiration		of
	Code	V	(A)	(D)	Exercisable	Date	Title	Shares

Explanation of Responses:

1. These shares were withheld by Powerfleet, Inc. to satisfy tax withholding obligations upon the vesting of restricted stock awards previously made to the reporting person. The reporting person did not sell any shares on the transaction date.

Remarks:

Exhibit 24 - Power of Attorney

/s/ Steve Towe		05/10/2024
** 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).
• Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of David Wilsonand Joaquin Fong his or her true and lawful attorneys-in-fact to:

1. execute for and on behalf of the undersigned (i) Schedules 13D and 13G, Form ID, and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, and (ii) Form 144 in accordance with Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"), and the rules thereunder;
2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedules 13D or 13G, Form ID application for EDGAR codes, and Forms 3, 4, 5 or 144, and the timely filing of such Forms with the United States Securities and Exchange Commission and any other authority; and
3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys- in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, including, without limitation, the execution and filing of a Form 4 with respect to a transaction which may be reported on a Form 5, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in their discretion.

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as she might or could do in person, with full power of substitution and resubstitution, hereby ratifying and confirming all that such attorneys-in-fact, or their substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13 and 16 of the Exchange Act and Rule 144 of the Securities Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder and any Form 144 in accordance with Rule 144 of the Securities Act and the rules thereunder with respect to the undersigned's holdings of and transactions in securities issued by Powerfleet, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

This Power of Attorney hereby revokes any other powers of attorney previously executed by the undersigned with respect to the execution and filing of any Schedules 13D and 13G, Form ID and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder and any Form 144 in accordance with Rule 144 of the Securities Act and the rules thereunder with respect to the undersigned's holdings of and transactions in securities issued by Powerfleet, Inc.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of May 2024.

By: /s/ Steve Towe

Name:Steve Towe