0001493152-19-015041.txt : 20191003 0001493152-19-015041.hdr.sgml : 20191003 20191003210742 ACCESSION NUMBER: 0001493152-19-015041 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191003 FILED AS OF DATE: 20191003 DATE AS OF CHANGE: 20191003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brodsky Michael CENTRAL INDEX KEY: 0001403388 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15087 FILM NUMBER: 191137363 MAIL ADDRESS: STREET 1: C/O NEW WORLD OPPORTUNITY PARTNERS I LLC STREET 2: 1603 ORRINGTON AVE, STE 1600 CITY: EVANSTON STATE: IL ZIP: 60201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ID SYSTEMS INC CENTRAL INDEX KEY: 0000049615 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 223270799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 123 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 BUSINESS PHONE: 2019969000 MAIL ADDRESS: STREET 1: 123 TICE BOULEVARD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 4 1 ownership.xml X0306 4 2019-10-03 1 0000049615 ID SYSTEMS INC IDSY 0001403388 Brodsky Michael C/O I.D. SYSTEMS, INC. 123 TICE BOULEVARD WOODCLIFF LAKE NJ 07677 1 0 0 0 Common Stock, par value $0.01 per share 2019-10-03 4 D 0 147559 0 D 0 D Common Stock, par value $0.01 per share 2019-10-03 4 D 0 76000 0 D 0 I By Vajra Fund I, L.P. Stock options (right to buy) 6 2019-10-03 4 D 0 50000 D 2027-02-17 Common Stock, par value $0.01 per share 50000 0 D Stock options (right to buy) 5.69 2019-10-03 4 D 0 45000 D 2024-09-08 Common Stock, par value $0.01 per share 45000 0 D Reflects disposition in connection with the consummation of the transactions (the "Transactions") contemplated by (i) the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 13, 2019, by and among I.D. Systems, Inc., a Delaware corporation ("I.D. Systems"), PowerFleet, Inc., a Delaware corporation and wholly-owned subsidiary of I.D. Systems prior to the Transactions ("PowerFleet"), Pointer Telocation Ltd., a public company limited by shares formed under the laws of the State of Israel ("Pointer"), Powerfleet Israel Holding Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of PowerFleet ("Pointer Holdco"), and Powerfleet Israel Acquisition Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of Pointer Holdco ("Pointer Merger Sub") (continued in following footnote) (continued from previous footnote) and (ii) the Investment and Transaction Agreement, dated as of March 13, 2019, (as amended, the "Investment Agreement"), by and among I.D. Systems, PowerFleet, PowerFleet US Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of PowerFleet prior to the Transactions ("I.D. Systems Merger Sub"), and ABRY Senior Equity V, L.P. and ABRY Senior Equity Co-Investment Fund V, L.P. (collectively, the "Investors"), affiliates of ABRY Partners II, LLC, pursuant to which, at the applicable effective time of each such merger on October 3, 2019, (1) I.D. Systems reorganized into a new holding company structure by merging I.D. Systems Merger Sub with and into I.D. Systems, with I.D. Systems surviving as a direct, wholly-owned subsidiary of PowerFleet (the "I.D. Systems Merger"), (continued in following footnote) (continued from previous footnote) and (2) Pointer Merger Sub merged with and into Pointer, with Pointer surviving as a direct, wholly-owned subsidiary of Pointer Holdco and an indirect, wholly-owned subsidiary of PowerFleet. As a result of the Transactions, PowerFleet became a publicly traded corporation, and former I.D. Systems stockholders and former Pointer shareholders now own common stock of PowerFleet. In the I.D. Systems Merger, each share of I.D. Systems common stock, par value $0.01 per share ("I.D. Systems Common Stock"), was exchanged for one share of common stock, par value $0.01 per share, of PowerFleet ("PowerFleet Common Stock"). The closing price per share of I.D. Systems Common Stock on October 2, 2019 (the last trading day prior to the date of the effective time of the I.D. Systems Merger (the "I.D. Systems Merger Effective Time")) was $5.40. Michael Brodksy (the "Reporting Person"), as the general partner of Vajra Fund I, L.P. ("Vajra Fund"), may be deemed to beneficially own the securities held by Vajra Fund. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. 50% of these options were vested at the I.D. Systems Merger Effective Time. These options were assumed by PowerFleet in the I.D. Systems Merger and converted into options to purchase an identical number of shares of PowerFleet Common Stock for $6.00 per share, with the remaining 50% of these options vesting in two equal installments on February 17, 2020 and February 17, 2021. In accordance with the terms of the Investment Agreement, each stock option of I.D. Systems that was outstanding immediately prior to the I.D. Systems Merger Effective Time (whether or not vested) was converted automatically into a stock option to purchase an identical number of shares of PowerFleet Common Stock, on the same terms and conditions as applied to such option immediately prior to the I.D. Systems Merger Effective Time. These options were fully vested and exercisable at the I.D. Systems Merger Effective Time. These options were assumed by PowerFleet in the I.D. Systems Merger and converted into options to purchase an identical number of shares of PowerFleet Common Stock for $5.69 per share. /s/ Ned Mavrommatis, as Attorney-In-Fact for Michael Brodsky 2019-10-03