PowerFleet : FORM 4-STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP-David Wilson

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

WILSON DAVID

Powerfleet, Inc. [ PWFL ]

Issuer

(Check all applicable)

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 Financial 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

Securities

Ownership

of Indirect

Day/Year)

Execution

Code (Instr.

and 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

24,397(1)

D

$5.12

50,603

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 a restricted stock award previously made to the reporting person. The reporting person did not sell any shares on the transaction date.

Remarks:

/s/ Joaquin Fong, as Attorney-in-Fact	05/10/2024
for David Wilson
** 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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