Sec Form 3/A Filing - Tasker Charles W @ MiX Telematics Ltd - 2020-04-01

FORM 3/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Tasker Charles W 2. Issuer Name and Ticker or Trading Symbol MiX Telematics Ltd [ MIXT] 5. 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 (Last) (First) (Middle) HOWICK CLOSE, WATERFALL PARK, BEKKER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2020 (Street) MIDRAND, T31686 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Ordinary shares 2,907,050 ( 1 ) D Ordinary shares 2,428,150 ( 2 ) I By wife ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Share Options (right to buy) $ 0.38 ( 7 ) ( 4 ) 09/10/2020 Ordinary Shares 1,500,000 ( 5 ) ( 6 ) D Share Appreciation Rights $ 0.24 ( 7 ) ( 8 ) 08/31/2021 Ordinary Shares 750,000 ( 5 ) ( 9 ) D Share Appreciation Rights $ 0.19 ( 7 ) ( 10 ) 05/30/2022 Ordinary Shares 750,000 ( 5 ) ( 9 ) D Share Appreciation Rights $ 0.23 ( 7 ) ( 11 ) 11/24/2022 Ordinary Shares 875,000 ( 5 ) ( 9 ) D Share Appreciation Rights $ 0.26 ( 7 ) ( 12 ) 05/30/2023 Ordinary Shares 1,100,000 ( 5 ) ( 9 ) D Performance Shares ( 13 ) ( 13 ) 06/14/2020 Ordinary Shares 400,000 ( 5 ) ( 9 ) D Performance Shares ( 13 ) ( 13 ) 06/14/2020 Ordinary Shares 400,000 ( 5 ) ( 9 ) D Share Appreciation Rights $ 0.56 ( 7 ) ( 14 ) 08/05/2025 Ordinary Shares 1,000,000 ( 5 ) ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tasker Charles W HOWICK CLOSE, WATERFALL PARK BEKKER ROAD MIDRAND, T31686 X Chief Operating Officer Signatures /s/ Paul M Dell Attorney-in-Fact for Charles W. Tasker 09/10/2020 Signature of Reporting Person Date

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 shareh older 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.

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).

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