Page 8 of 10 – SEC Filing (f)
Emancipation Management is a New York limited liability company. Emancipation Master Ltd. is a Cayman Islands exempted company.
SPV IV is a Delaware limited liability company. Capital is a Delaware limited liability company. Mr. Frumberg is a citizen of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The
shares of Common Stock owned by the Reporting Persons were received in connection with the transactions contemplated by the Investment
and Transaction Agreement, dated as of March 13, 2019, as amended by Amendment No. 1 thereto dated as of May 16, 2019, Amendment
No. 2 thereto dated as of June 27, 2019 and Amendment No. 3 thereto dated as of October 3, 2019 (the “Investment Agreement”),
by and among the I.D. Systems, Inc., a Delaware corporation (“I.D. Systems”), the Issuer, PowerFleet US Acquisition
Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer prior to the Merger (“Merger Sub”), and ABRY
Senior Equity V, L.P., ABRY Senior Equity Co-Investment Fund V, L.P. and ABRY Investment Partnership, L.P. (the “Investors”).
Pursuant to the terms of the Investment Agreement, I.D. Systems reorganized into a new holding company structure by merging Merger
Sub with and into the I.D. Systems (the “Merger”), with I.D. Systems surviving as a direct, wholly-owned subsidiary
of the Issuer. At the effective time of the Merger on October 3, 2019, each share of common stock of I.D. Systems owned by the
Reporting Persons was converted automatically into one share of Common Stock of the Issuer.
Item 4. Purpose of Transaction.
The Reporting Persons
acquired the shares of Common Stock in connection with the Merger described in Item 3 above.
Depending upon overall
market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the
Issuer at prices that would make the purchase or sale of securities of the Issuer desirable, the Reporting Persons may endeavor
to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer
on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable
and subject to any applicable rules or Issuer policies.
Except in Mr. Frumberg’s
capacity as a director of the Issuer, no Reporting Person has any present plan or proposal which would relate to or result in any
of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur
upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review
their respective investments in the Issuer on a continuing basis and may from time to time engage in discussions with management
and the board of directors of the Issuer concerning, among other things, the business, operations and future plans of the Issuer.
Depending on various factors including, without limitation, the Issuer’s financial position and business strategy, the price
levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the
Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate,
directly or through their affiliates, including, without limitation, engaging in communications with management and the board of
directors of the Issuer, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure
(including board composition) or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all
of their securities of the Issuer or changing their intention with respect to any and all matters referred to in Item 4.
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(f)
Emancipation Management is a New York limited liability company. Emancipation Master Ltd. is a Cayman Islands exempted company.
SPV IV is a Delaware limited liability company. Capital is a Delaware limited liability company. Mr. Frumberg is a citizen of the
United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The
shares of Common Stock owned by the Reporting Persons were received in connection with the transactions contemplated by the Investment
and Transaction Agreement, dated as of March 13, 2019, as amended by Amendment No. 1 thereto dated as of May 16, 2019, Amendment
No. 2 thereto dated as of June 27, 2019 and Amendment No. 3 thereto dated as of October 3, 2019 (the “Investment Agreement”),
by and among the I.D. Systems, Inc., a Delaware corporation (“I.D. Systems”), the Issuer, PowerFleet US Acquisition
Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer prior to the Merger (“Merger Sub”), and ABRY
Senior Equity V, L.P., ABRY Senior Equity Co-Investment Fund V, L.P. and ABRY Investment Partnership, L.P. (the “Investors”).
Pursuant to the terms of the Investment Agreement, I.D. Systems reorganized into a new holding company structure by merging Merger
Sub with and into the I.D. Systems (the “Merger”), with I.D. Systems surviving as a direct, wholly-owned subsidiary
of the Issuer. At the effective time of the Merger on October 3, 2019, each share of common stock of I.D. Systems owned by the
Reporting Persons was converted automatically into one share of Common Stock of the Issuer.
| Item 4. | Purpose of Transaction. |
The Reporting Persons
acquired the shares of Common Stock in connection with the Merger described in Item 3 above.
Depending upon overall
market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the
Issuer at prices that would make the purchase or sale of securities of the Issuer desirable, the Reporting Persons may endeavor
to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer
on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable
and subject to any applicable rules or Issuer policies.
Except in Mr. Frumberg’s
capacity as a director of the Issuer, no Reporting Person has any present plan or proposal which would relate to or result in any
of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur
upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review
their respective investments in the Issuer on a continuing basis and may from time to time engage in discussions with management
and the board of directors of the Issuer concerning, among other things, the business, operations and future plans of the Issuer.
Depending on various factors including, without limitation, the Issuer’s financial position and business strategy, the price
levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the
Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate,
directly or through their affiliates, including, without limitation, engaging in communications with management and the board of
directors of the Issuer, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure
(including board composition) or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all
of their securities of the Issuer or changing their intention with respect to any and all matters referred to in Item 4.
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