SEC Form SC 13D filed by MiX Telematics Limited

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

MiX Telematics Limited

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

60688N102

(CUSIP Number)

Marjorie Sybul Adams, Esq.

DLA Piper LLP (US)

1251 Avenue of the Americas, 27^th Floor

New York, New York 10020

(212) 335-4500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 18, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Schedule 13D relates to the ordinary shares, no par value (the “Ordinary Shares”), of MIX TELEMATICS LIMITED (the “Issuer”), having its principal executive offices at Howick Close, Waterfall Park, Midrand, South Africa 1686.

The Ordinary Shares over which Jacobs (as defined below) shares dispositive and voting power with 786 (as defined below) and 402 (as defined below), as applicable, are represented by American Depositary Shares (“ADSs”). Each ADS translates to 25 Ordinary Shares.

This Schedule 13D is being filed by: (i) Ian Jacobs, a citizen of the United States of America (“Jacobs”), (ii) 786 Partners LP, a limited partnership organized under the laws of the State of Delaware (“786”) and (iii) 402 Fund LP, a limited partnership organized under the laws of the State of Delaware (“402” and together with Jacobs and 786, the “Reporting Persons”).

The principal business address of each Reporting Person is 2600 Island Blvd, Suite 405, Aventura, FL 33160.

402 GP LLC, a Delaware limited liability company (“GP”), is the general partner of each of 786 and 402. Jacobs is the managing member of GP. As such, Jacobs is in a position to determine the investment and voting decisions made by each of the Reporting Persons.

Each of Jacobs, 786 and 402 is primarily engaged in the business of investing in securities.

During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor have any of such persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

786 may be deemed to be the beneficial owner of, in the aggregate, 819,584 ADSs, representing 20,489,600 Ordinary Shares, which were purchased by 786 for an aggregate purchase price of approximately $9,744,246.29, over which 786 shares dispositive and voting power with Jacobs.

402 may be deemed to be the beneficial owner of, in the aggregate, 521,262 ADSs, representing 13,031,550 Ordinary Shares, which were purchased by 402 for an aggregate purchase price of approximately $3,304,801.08, over which 402 shares dispositive and voting power with Jacobs.

Jacobs may be deemed to be the beneficial owner of, in the aggregate, (i) 819,584 ADSs, representing 20,489,600 Ordinary Shares, which were purchased by 786 for an aggregate purchase price of approximately $9,744,246.29, over which Jacobs shares dispositive and voting power with 786, (ii) 521,262 ADSs, representing 13,031,550 Ordinary Shares, which were purchased by 402 for an aggregate purchase price of approximately $3,304,801.08, over which Jacobs shares dispositive and voting power with 402 and (iii) 9,628 ADSs, representing 240,700 Ordinary Shares, which were purchased by Jacobs for an aggregate purchase price of $49,006.52.

The source of funding for the Ordinary Shares held by the Reporting Persons was the general working capital of the respective purchasers.

The Reporting Persons acquired the Ordinary Shares owned by them for investment purposes only. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Ordinary Shares at prices that would make the purchase or sale of Ordinary Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Ordinary Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons do not have any plans or proposals as of the date of this filing which relate to or would result in any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

(a)-(b) The following information with respect to the ownership of Ordinary Shares by each of the Reporting Persons is provided as of March 25, 2022.

(c) Except as set forth below, the Reporting Persons have not effected any transactions in Ordinary Shares of the Issuer in the past sixty (60) days.

(d) The Reporting Persons know of no other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares of the Issuer.

(e) Not applicable.

The information set forth above in Items 3, 4 and 5 of this Statement is incorporated herein by reference into this Item 6.

Except as set forth in the Statement, the Reporting Persons named in Item 2 do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements puts or calls guarantees of profits division of profits or losses or the giving or withholding of proxies arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date:        March 25, 2022