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