0001493152-24-014363.txt : 20240411 0001493152-24-014363.hdr.sgml : 20240411 20240411181435 ACCESSION NUMBER: 0001493152-24-014363 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240402 FILED AS OF DATE: 20240411 DATE AS OF CHANGE: 20240411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tasker Charles W CENTRAL INDEX KEY: 0001809487 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39080 FILM NUMBER: 24839611 MAIL ADDRESS: STREET 1: P.O. BOX 12326 STREET 2: VORNA VALLEY CITY: JOHANNESBURG STATE: T3 ZIP: 1686 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Powerfleet, Inc. CENTRAL INDEX KEY: 0001774170 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 834366463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 123 TICE BLVD. CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 BUSINESS PHONE: 201-996-9000 MAIL ADDRESS: STREET 1: 123 TICE BLVD. CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 FORMER COMPANY: FORMER CONFORMED NAME: PowerFleet, Inc. DATE OF NAME CHANGE: 20190417 3 1 ownership.xml X0206 3 2024-04-02 0 0001774170 Powerfleet, Inc. PWFL 0001809487 Tasker Charles W C/O POWERFLEET, INC. 123 TICE BOULEVARD WOODCLIFF LAKE NJ 07677 0 1 0 0 Chief Revenue Officer Common Stock, par value $0.01 per share 757866 D Common Stock, par value $0.01 per share 309880 I By Wife Stock Appreciation Right 3.46 2025-08-05 Common Stock 127620 D Stock Appreciation Right 2.45 2026-06-01 Common Stock 114858 D Stock Appreciation Right 3.06 2027-12-09 Common Stock 102096 D Stock Appreciation Right 2.11 2028-11-01 Common Stock 74657 D Stock Appreciation Right 2.08 2029-06-26 Common Stock 63810 D Represents securities acquired in connection with the consummation of the transactions (the "Transactions") contemplated by the Implementation Agreement, dated October 10, 2023, by and among Powerfleet, Inc. ("Powerfleet"), Main Street 2000 Proprietary Limited ("Powerfleet Sub"), and MiX Telematics Limited ("MiX Telematics"), pursuant to which, on April 2, 2024, Powerfleet Sub acquired all of the issued ordinary shares of MiX Telematics, including the ordinary shares represented by MiX Telematics' American Depositary Shares, through the implementation of a scheme of arrangement, in exchange for shares of common stock, par value $0.01 per share, of Powerfleet. As a result of the Transactions, MiX Telematics became an indirect, wholly owned subsidiary of Powerfleet and former MiX Telematics shareholders now own common stock of Powerfleet. The closing price per share of Powerfleet common stock on April 1, 2024 (the last trading day prior to the closing date of the Transactions) was $4.92. 95,715 shares of common stock underlying these stock appreciation rights have vested as of the date of this report. The remaining shares of common stock underlying these stock appreciation rights vest on August 5, 2024, provided that the reporting person is employed by Powerfleet on such date. 57,429 shares of common stock underlying these stock appreciation rights have vested as of the date of this report. The remaining shares of common stock underlying these stock appreciation rights vest in equal installments on each of June 1, 2024 and June 1, 2025, provided that the reporting person is employed by Powerfleet on each such date. 25,524 shares of common stock underlying these stock appreciation rights have vested as of the date of this report. The remaining shares of common stock underlying these stock appreciation rights vest in equal installments on each of December 9, 2024, December 9, 2025 and December 9, 2026, provided that the reporting person is employed by Powerfleet on each such date. The shares of common stock underlying these stock appreciation rights will vest in equal installments on each of November 1, 2024, November 1, 2025, November 1, 2026 and November 1, 2027, provided that the reporting person is employed by Powerfleet on each such date. The shares of common stock underlying these stock appreciation rights will vest in equal installments on each of June 26, 2025, June 26, 2026, June 26, 2027 and June 26, 2028, provided that the reporting person is employed by Powerfleet on each such date. For purposes of this table, the award price has been converted, based on the South African Rand/U.S. dollar exchange rate in effect as of April 2, 2024. Exhibit 24 - Power of Attorney /s/ Charles W. Tasker 2024-04-11 EX-24 2 ex24.htm

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Steve Towe and David Wilson 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 11th day of April 2024.

	By:	/s/ Charles Tasker
	Name:	Charles Tasker