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*
Pretorius Gert

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
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 689,854 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 Options (right to buy) (1) 09/10/2020 Ordinary Shares 1,000,000(2)(3) 0.38(4) D
Share Appreciation Rights (5) 08/31/2021 Ordinary Shares 500,000(2)(6) 0.24(4) D
Share Appreciation Rights (7) 05/30/2022 Ordinary Shares 500,000(2)(6) 0.19(4) D
Share Appreciation Rights (8) 11/24/2022 Ordinary Shares 875,000(2)(6) 0.23(4) D
Share Appreciation Rights (9) 05/30/2023 Ordinary Shares 1,100,000(2)(6) 0.26(4) D
Performance Shares (10) 06/14/2020 Ordinary Shares 400,000(2)(6) (10) D
Performance Shares (10) 06/14/2020 Ordinary Shares 400,000(2)(6) (10) D
Share Appreciation Rights (11) 08/05/2025 Ordinary Shares 750,000(2)(6) 0.56(4) D
Explanation of Responses:
1. The Options 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.
2. The derivative being reported on this Form 3A was inadvertently omitted from the original Form 3 filing.
3. Each Share Option is exercisable for 1 Ordinary Share of the Issuer. 25 Ordinary Shares are equal to 1 American Depository Share.
4. 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.
5. 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.
6. 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.
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 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. 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.
10. 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.
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.
/s/ Paul M Dell Attorney-in-Fact for Gert Pretorius 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).
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