0001493152-23-000316.txt : 20230104 0001493152-23-000316.hdr.sgml : 20230104 20230104160554 ACCESSION NUMBER: 0001493152-23-000316 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20230104 DATE AS OF CHANGE: 20230104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ABRY Senior Equity Holdings V, LLC CENTRAL INDEX KEY: 0001790054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39080 FILM NUMBER: 23506305 BUSINESS ADDRESS: STREET 1: C/O ABRY PARTNERS II, LLC STREET 2: 888 BOYLSTON STREET, SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-859-2959 MAIL ADDRESS: STREET 1: C/O ABRY PARTNERS II, LLC STREET 2: 888 BOYLSTON STREET, SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02199 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PowerFleet, Inc. CENTRAL INDEX KEY: 0001774170 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] 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 4 1 ownership.xml X0306 4 2022-12-31 0 0001774170 PowerFleet, Inc. PWFL 0001790054 ABRY Senior Equity Holdings V, LLC C/O ABRY PARTNERS II, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA 02199 0 0 1 0 Series A Preferred Stock 2022-12-31 4 J 0 910.460 1000 A Common Stock, par value $0.01 per share 124397 49468.341 I See footnotes Series A Preferred Stock 2022-12-31 4 J 0 174.454 1000 A Common Stock, par value $0.01 per share 23836 9478.676 I See footnotes Each share of Series A Preferred Stock is convertible at any time, at the option of the holder, into a number of shares of common stock, par value $0.01 per share, of the Issuer determined by dividing the issue price of the Series A Preferred Stock ($1,000 per share) (the "Issue Price"), plus any accrued and unpaid dividends, by the Series A Conversion Price at the time of conversion. The initial Series A Conversion Price is equal to $7.319, and is subject to adjustment. The Series A Preferred Stock has no expiration date. ABRY Senior Equity V, L.P. ("ASE") received 910.460 shares of Series A Preferred Stock (or 124,397 shares of Common Stock on an as-converted basis) as a payment-in-kind dividend on 48,557.881 shares of Series A Preferred Stock (or 6,634,497 shares of Common Stock on an as-converted basis) owned on the dividend record date. These securities are held directly by ASE. ABRY Senior Equity Investors V, L.P. ("ASEI") is the general partner of ASE. ABRY Senior Equity Holdings V, LLC ("ASEH") is the general partner of ASEI. By virtue of such relationships, ASEH may be deemed to have voting and investment power with respect to the securities held by ASE noted above and as a result may be deemed to have beneficial ownership over such securities. ASEH disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) of the Securities Exchange of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. Currently Medhini Srinivasan ("Srinivasan"), a Principal of ABRY Partners II, LLC ("ABRY Partners"), an affiliate of ASEH, and Anders Bjork ("Bjork"), a Partner of ABRY Partners, serve on the Issuer's board of directors. Each of Srinivasan and Bjork has no control or voting power over the securities held by ASE and ABRY Senior Equity Co-Investment Fund V, L.P. ("ASECF"). This report shall not be deemed an admission that any of ASEH, Srinivasan or Bjork is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any. ASECF received 174.454 shares of Series A Preferred Stock (or 23,836 shares of Common Stock on an as-converted basis) as a payment-in-kind dividend on 9,304.222 shares of Series A Preferred Stock (or 1,271,243 shares of Common Stock on an as-converted basis) owned on the dividend record date. These securities are held directly by ASECF. ASECI is the general partner of ASECF. ASEH is the sole member of ASECI. By virtue of such relationships, ASEH may be deemed to have voting and investment power with respect to the securities held by ASECF noted above and as a result may be deemed to have beneficial ownership over such securities. /s/ Jay M. Grossman, Manager of ABRY Senior Equity Holdings V, LLC 2023-01-04