Charles W Tasker Form 3/A MiX Telematics / Charles W Tasker 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Tasker Charles W

(Last)

(First)

(Middle)

HOWICK CLOSE, WATERFALL PARK

BEKKER ROAD

(Street)

MIDRAND

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)
Chief Operating Officer

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	2,907,050⁽¹⁾	D
Ordinary shares	2,428,150⁽²⁾	I	By wife⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Share Options (right to buy)	⁽⁴⁾	09/10/2020	Ordinary Shares	1,500,000⁽⁵⁾⁽⁶⁾	0.38⁽⁷⁾	D
Share Appreciation Rights	⁽⁸⁾	08/31/2021	Ordinary Shares	750,000⁽⁵⁾⁽⁹⁾	0.24⁽⁷⁾	D
Share Appreciation Rights	⁽¹⁰⁾	05/30/2022	Ordinary Shares	750,000⁽⁵⁾⁽⁹⁾	0.19⁽⁷⁾	D
Share Appreciation Rights	⁽¹¹⁾	11/24/2022	Ordinary Shares	875,000⁽⁵⁾⁽⁹⁾	0.23⁽⁷⁾	D
Share Appreciation Rights	⁽¹²⁾	05/30/2023	Ordinary Shares	1,100,000⁽⁵⁾⁽⁹⁾	0.26⁽⁷⁾	D
Performance Shares	⁽¹³⁾	06/14/2020	Ordinary Shares	400,000⁽⁵⁾⁽⁹⁾	⁽¹³⁾	D
Performance Shares	⁽¹³⁾	06/14/2020	Ordinary Shares	400,000⁽⁵⁾⁽⁹⁾	⁽¹³⁾	D
Share Appreciation Rights	⁽¹⁴⁾	08/05/2025	Ordinary Shares	1,000,000⁽⁵⁾⁽⁹⁾	0.56⁽⁷⁾	D

Explanation of Responses:

1. The ordinary shares are represented by 116,282 American Depository Shares, each of which currently represents 25 ordinary shares.

2. The ordinary share are represented by 97,126 American Depository Shares, each of which currently represents 25 ordinary shares.

3. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. The Options will vest in 25% tranches beginning on the second anniversary of the grant date and are 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.

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

6. Each Share Option is exercisable for 1 Ordinary Share of the Issuer. 25 Ordinary Shares are equal to 1 American Depository Share.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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 Charles W. Tasker	09/10/2020
	** 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 5 (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.

Charles W Tasker Form 3/AMiX Telematics / Charles W Tasker ownership change