Stefan B Joselowitz Form 3/A MiX Telematics / Stefan B Joselowitz ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Joselowitz Stefan B

(Last) (First) (Middle)

HOWICK CLOSE, WATERFALL PARK

BEKKER ROAD

(Street)

MIDRAND T3 1686

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2020

3. Issuer Name and Ticker or Trading Symbol
MiX Telematics Ltd [ MIXT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/16/2020

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary shares	18,092,050(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Appreciation Rights	(2)	08/31/2021	Ordinary Shares	1,000,000(3)(4)	0.24(5)	D
Share Appreciation Rights	(6)	05/30/2022	Ordinary Shares	1,000,000(3)(4)	0.19(5)	D
Share Appreciation Rights	(7)	05/30/2023	Ordinary Shares	1,100,000(3)(4)	0.26(5)	D
Performance Shares	(8)	06/14/2020	Ordinary Shares	400,000(3)(4)	(8)	D
Performance Shares	(8)	06/14/2020	Ordinary Shares	400,000(3)(4)	(8)	D
Share Appreciation Rights	(9)	08/05/2025	Ordinary Shares	1,000,000(3)(4)	0.56(5)	D

Explanation of Responses:

1. The ordinary shares are represented by 723,682 American Depository Shares, each of which currently represents 24 ordinary shares.

2. The Share Appreciation Rights will time vest in 25% tranches beginning on the second anniversary of the grant date subject to the executive's continued employment, provided, however, that the grant is also subject to a performance based condition that a minimum total shareholder return of 10% must be achieved prior to the date that the grant expires.

3. The derivative being reported on this Form 3A was inadvertently omitted from the original Form 3 filing.

4. Each Performance Share award represents a contingent right to receive 1 Ordinary Share of the Issuer. 25 Ordinary Shares are equal to 1 American Depository Share. The value of the difference between the exercise and grant price of the SARs may be settled at the Company's option by delivering shares or by settling the value in cash.

5. For purposes of this table, the award price has been converted, based on the South African Rand/U.S. dollar exchange rate in effect as of grant date.

6. The Share Appreciation Rights will time vest in 25% tranches beginning on the second anniversary of the grant date subject to the executive's continued employment, provided, however, that the grant is also subject to a performance based condition that a minimum total shareholder return of 10% must be achieved prior to the date that the grant expires.

7. The Share Appreciation Rights will time vest in 25% tranches beginning on the second anniversary of the grant date subject to the executive's continued employment, provided, however, that the grant is also subject to a performance based condition that a minimum total shareholder return of 10% must be achieved prior to the date that the grant expires.

8. The Performance Share awards were to be settled if the Company achieved both a cumulative subscription revenue target as well as a cumulative Adjusted EBITDA target for fiscal years 2019 and 2020. As these targets were not achieved, the performance shares will be canceled subsequent to year end. In accordance with SEC rules, the grant date fair value to be reported for Performance Share awards is calculated based on the probable outcome of the performance condition as of the grant date.

9. The Share Appreciation Rights will time vest in 25% tranches beginning on the second anniversary of the grant date subject to the executive's continued employment, provided, however, that the grant is also subject to a performance based condition that a minimum total shareholder return of 10% must be achieved prior to the date that the grant expires.

	/s/ Paul M Dell Attorney-in-Fact for Stefan B. Joselowitz	09/10/2020
	** Signature of Reporting Person	Date
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