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

FORM 4

UNITED STATES SECURITIES AND EXCHANGE	OMB APPROVAL
COMMISSION	OMB Number:	3235-0287
Washington, D.C. 20549	Estimated average
	burden hours	0.5

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

(b).

STATEMENT OF CHANGES IN BENEFICIAL

OWNERSHIP

per response

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

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

1. Name and Address of Reporting Person*

Towe Steven Mark

(Last)(First)(Middle)

C/O POWERFLEET, INC. 123 TICE BOULEVARD

(Street)

WOODCLIFF	NJ	07677
LAKE
(City)	(State)	(Zip)

Rule 10b5-1(c) Transaction Indication

2.	Issuer Name and Ticker or Trading Symbol	5.	Relationship of Reporting Person(s) to Issuer
	PowerFleet, Inc. [ PWFL ]		(Check all applicable)
			X	Director	10% Owner
3.	Date of Earliest Transaction (Month/Day/Year)		X	Officer (give title	Other (specify
	below)	below)
	09/09/2023			Chief Executive Officer
4.	If Amendment, Date of Original Filed	6.	Individual or Joint/Group Filing (Check
(Month/Day/Year)	Applicable Line)

X Form filed by One Reporting Person

Form filed by More than One Reporting

Person

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.

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

1. Title of Security (Instr. 3)	2. Transaction	2A. Deemed	3.	4. Securities Acquired (A)	5. Amount of	6.	7. Nature
	Date	Execution Date, if	Transaction	or Disposed Of (D) (Instr.	Securities	Ownership	of Indirect
	(Month/Day/Year)	any	Code (Instr.	3, 4 and 5)			Beneficially	Form:	Beneficial
		(Month/Day/Year)	8)				Owned	Direct (D)	Ownership
					(A)		Following	or Indirect	(Instr. 4)
						Reported	(I) (Instr. 4)
			Code V	Amount	or	Price	Transaction(s)
					(D)		(Instr. 3 and 4)

Common Stock, par value $0.01 per share

09/09/2023

A

900,000

A

$0

(1)

1,131,754

D

(1)

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. Deemed

4.

5.

6. Date Exercisable

7. Title and

8. Price

9. Number

10.

11. Nature

Derivative

Conversion

Date

Execution Date, if

Transaction

Number

and Expiration Date

Amount of

of

of

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

any

Code (Instr.

of

(Month/Day/Year)

Securities

Derivative

Derivative

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Derivative

Underlying

Security

Securities

Direct (D)

Ownership

Derivative

Securities

Derivative

(Instr. 5)

Beneficially

or Indirect

(Instr. 4)

Security

Acquired

Security

Owned

(I) (Instr.

(A) or

(Instr. 3 and

Following

4)

Disposed

4)

Reported

of (D)

Transaction

(Instr. 3,

(s) (Instr. 4)

4

and 5)

Amount

or

Number

Date

Expiration

of

Code V

(A) (D)

Exercisable

Date

Title

Shares

Explanation of Responses:

1. On September 9, 2023 (the "Grant Date"), Steve Towe (the "Reporting Person") was granted 900,000 restricted shares of common stock, par value $0.01 per share, of PowerFleet, Inc. (the "Company") under the Company's 2018 Incentive Plan, as amended (the "2018 Plan"), in consideration for his services as the Chief Executive Officer of the Company. Subject to the terms and conditions of a restricted stock award agreement and the 2018 Plan, this award vests as to 25% of such shares on each of the first, second, third and fourth anniversaries of the Grant Date, provided that the Reporting Person is employed by the Company on each such date.

Remarks:

/s/ Steve Towe

09/12/2023

** 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.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.