SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Cohenour Jason

(Last) (First) (Middle)
C/O CALAMP CORP.
15635 ALTON PARKWAY, SUITE 250

(Street)
IRVINE CA 92618

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CalAmp Corp. [ CAMP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Interim President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
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 Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 10/05/2023 A 180,000 (2) (2) Common Stock 180,000 $0.00 180,000 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. 30,000 shares for each full month of service as Interim CEO will vest on the first anniversary of the grant date (Maximum 180,000 shares). Any RSUs that do not so vest shall be forfeited.
Remarks:
Kevin Hansen, Attorney-in-fact 10/10/2023
** 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.
SECTION 16 AND FORM 144 POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by CalAmp
Corp. (the "Company"), the undersigned hereby constitutes and appoints the
individuals named on Schedule A attached hereto and as may be amended from time
to time, or any of them signing singly, with full power of substitution and
resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:


1. execute for and on behalf of the undersigned, Schedules 13D and 13G in
accordance with Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules thereunder, and Forms 3, 4, and 5 in
accordance with Section 16 of the Exchange Act and the rules thereunder, and
Notices of Proposed Sale of Securities Pursuant to Rule 144 ("Form 144"), in
accordance with the requirements of Rule 144 under the Securities Act of 1933,
as amended (the "Securities Act"); and



2. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Schedule 13D,
Schedule 13G, Form 3, Form 4, Form 5, and Form 144, complete and execute any
amendment or amendments thereto, and to timely file such Schedule 13D, Schedule
13G, Form 3, Form 4, Form 5, and Form 144, as applicable, and any amendment
thereto, with the United States Securities and Exchange Commission  and any
stock exchange or similar authority.



 The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 13 and Section 16 of the Exchange Act, or Rule 144 under the Securities
Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Schedule 13D,Schedule 13G, Form 3,
Form 4, Form 5, and Form 144 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this August 1, 2023.

/s/ Jason Cohenour
Jason Cohenour

Schedule A

INDIVIDUALS APPOINTED AS ATTORNEY-IN-FACT,
WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION

1. Jikun Kim, SVP & Chief Financial Officer of the Company
2. Richard Scott, SVP, Chief Legal Officer & Secretary of the Company
3.  Kevin Hansen, Controller of the Company