Sec Form 4 Filing - Prior-Palmer Simon Erroll @ MICT, Inc. - 2019-11-11

FORM 4 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 Prior-Palmer Simon Erroll 2. Issuer Name and Ticker or Trading Symbol MICT, Inc. [ MICT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 19 EARLS COURT GARDENS 3. Date of Earliest Transaction (MM/DD/YY) 11/11/2019 (Street) LONDON, X0SW5 0SZ 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Common Stock 11/11/2019 A 80,400 A $ 1.113 1,250,045 D Common Stock 11/12/2019 A 58,500 A $ 1.035 1,308,545 D Common Stock 11/14/2019 A 61,500 A $ 1.088 1,370,045 D Common Stock 11/18/2019 A 60,391 A $ 0.888 1,430,436 D Common Stock 11/19/2019 A 82,000 A $ 1 1,512,436 D Common Stock 11/20/2019 A 34,600 A $ 1.018 1,547,036 D Common Stock 11/21/2019 A 96,000 A $ 1.042 1,643,036 D Common Stock 01/23/2020 A 33,000 A $ 1.076 1,676,036 D Common Stock 01/29/2020 A 52,000 A $ 1.154 1,728,036 D Common Stock 01/30/2020 A 6,500 A $ 1.192 1,734,536 D Common Stock 02/21/2020 A 43,085 A $ 1.098 1,777,621 D Common Stock 02/24/2020 A 31,915 A $ 1.093 1,809,536 D Common Stock 03/17/2020 A 45,000 A $ 0.78 1,854,536 D Common Stock 03/19/2020 A 376,000 A $ 0.061 2,230,536 D Common Stock 03/20/2020 A 15,727 A $ 0.775 2,246,263 D Common Stock 03/23/2020 A 6,673 A $ 0.771 2,252,936 D Common Stock 03/31/2020 A 39,275 A $ 0.728 2,292,211 D Common Stock 04/02/2020 A 1,463 A $ 0.887 2,293,674 D Common Stock 04/06/2020 A 9,262 A $ 0.987 2,302,936 D Common Stock 04/08/2020 A 35,824 A $ 1.006 2,338,760 D

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 Convertible Note $ 1.1 04/21/2020 P 1,042,568 ( 1 ) ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 1,042,568 $ 1.1 1,042,568 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Prior-Palmer Simon Erroll 19 EARLS COURT GARDENS LONDON, X0SW5 0SZ X Signatures /s/ Simon Erroll Prior-Palmer 06/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 21, 2020, Mr. Prior Palmer purchased from the Issuer Convertible Notes with an aggregate principal amount of approximately $1,146,825. The Convertible Notes are convertible into Shares of Issuer Common Stock at a conversion price of $1.10 per Share. Therefore, the Convertible Notes are initially convertible into approximately 1,042,568 shares. ( 2 )Subject to approval of the Issuer's stockholders of an increase in the number of the Issuer's authorized shares of common stock to allow for the conversion of the Convertible Notes into MICT's common stock, the Convertible Notes shall be convertible into common stock at the option of the purchasers at any time and from time to time. The Issuer may not effect any conversion of the Convertible Note, and a holder of the Convertible Note does not have the right to convert any portion of the Convertible Note, to the extent that, after giving effect to the attempted conversion, such holder would beneficially own a number of shares in excess of 19.99% of the shares of Issuer Common Stock then issued and outstanding. ( 3 )Upon the occurrence of certain events, including, if approval from MICT's shareholders with respect to the issuance of shares of common stock underlying the Convertible Notes, as required by the applicable rules and regulations of Nasdaq, is not obtained by June 30, 2020, or if MICT has failed to amend its certificate of incorporation to increase the number of shares authorized for issuance to cover the Conversion Shares by June 30, 2020, the purchasers are permitted to require the Issuer to redeem the Convertible Notes, including any interest that has accrued thereunder, for cash.

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