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* Dell Paul M (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) Chief Accounting 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	1,000	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	(1)	08/31/2021	Ordinary Shares	200,000(2)(3)	0.24(4)	D
Share Appreciation Rights	(5)	05/30/2022	Ordinary Shares	200,000(2)(3)	0.19(4)	D
Share Appreciation Rights	(6)	11/24/2022	Ordinary Shares	875,000(2)(3)	0.23(4)	D
Share Appreciation Rights	(7)	05/30/2023	Ordinary Shares	1,100,000(2)(3)	0.26(4)	D
Performance Shares	(8)	06/14/2020	Ordinary Shares	20,000(2)(3)	(8)	D
Performance Shares	(8)	06/14/2020	Ordinary Shares	200,000(2)(3)	(8)	D
Share Appreciation Rights	(9)	08/05/2025	Ordinary Shares	500,000(2)(3)	0.56(4)	D

Explanation of Responses:

1. 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.

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

3. 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.

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. 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/ John R. Granara III Attorney-in-Fact for Paul M. Dell	09/10/2020
	** Signature of Reporting Person	Date
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