SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tasker Charles W

(Last)

(First)

(Middle)

HOWICK CLOSE, WATERFALL PARK

BEKKER ROAD

(Street)

MIDRAND

1686

(City)

(State)

(Zip)

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 Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	04/02/2024		D		5,938,460	D	⁽¹⁾⁽²⁾⁽³⁾	0	D
Ordinary Shares	04/02/2024		D		2,428,150	D	⁽¹⁾⁽²⁾⁽⁴⁾	0	I	By Wife

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$0.56⁽⁵⁾	04/02/2024		D			1,000,000	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	1,000,000	⁽¹¹⁾	0	D
Stock Appreciation Rights	$0.34⁽⁵⁾	04/02/2024		D			900,000	⁽⁷⁾	⁽⁷⁾	Ordinary Shares	900,000	⁽¹¹⁾	0	D
Stock Appreciation Rights	$0.47⁽⁵⁾	04/02/2024		D			800,000	⁽⁸⁾	⁽⁸⁾	Ordinary Shares	800,000	⁽¹¹⁾	0	D
Stock Appreciation Rights	$0.28⁽⁵⁾	04/02/2024		D			585,000	⁽⁹⁾	⁽⁹⁾	Ordinary Shares	585,000	⁽¹¹⁾	0	D
Stock Appreciation Rights	$0.27⁽⁵⁾	04/02/2024		D			500,000	⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	500,000	⁽¹¹⁾	0	D

Explanation of Responses:

1. On April 2, 2024 (the "Scheme Implementation Date"), the parties to the implementation agreement, dated as of October 10, 2023 (the "Agreement"), by and among MiX Telematics Limited ("MiX Telematics"), Powerfleet, Inc. ("Powerfleet), and Main Street 2000 Proprietary Limited ("Powerfleet Sub"), completed the transactions contemplated thereby (the "Business Combination"), pursuant to which (i) Powerfleet Sub acquired all of the issued ordinary shares of Mix Telematics, no par value ("MiX Ordinary Shares"),

2. including the MiX Ordinary Shares represented by Mix Telematics' American Depositary Shares, through the implementation of a scheme of arrangement (the "Scheme") in accordance with Sections 114 and 115 of the South African Companies Act, No. 71 of 2008, as amended, in exchange for shares of common stock, par value $0.01 per share, of Powerfleet ("Powerfleet Common Stock") and (ii) as a result of the transactions, including the Scheme, contemplated by the Agreement, MiX Telematics became an indirect, wholly owned subsidiary of Powerfleet.

3. Disposed of pursuant to the Agreement in exchange for 757,866 shares of Powerfleet Common Stock having a market value of approximately $3,880,274 on the Scheme Implementation Date.

4. Disposed of pursuant to the Agreement in exchange for 309,880 shares of Powerfleet Common Stock having a market value of approximately $1,586,586 on the Scheme Implementation Date.

5. 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.

6. The Stock Appreciation Rights (each, a "MiX SAR") time vest in 25% tranches beginning on the second anniversary of the applicable grant date subject to the executive's continued employment and were 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. These MiX SARs were granted on August 5, 2019 and expire on August 5, 2025.

7. The MiX SARs time vest in 25% tranches beginning on the second anniversary of the applicable grant date subject to the executive's continued employment and were 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. These MiX SARs were granted on June 1, 2020 and expire on June 1, 2026.

8. The MiX SARs time vest in 25% tranches beginning on the second anniversary of the applicable grant date subject to the executive's continued employment and were 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. These MiX SARs were granted on December 9, 2021 and expire on December 9, 2027.

9. The MiX SARs time vest in 25% tranches beginning on the second anniversary of the applicable grant date subject to the executive's continued employment and were 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. These MiX SARs were granted on November 1, 2022 and expire on November 1, 2028.

10. The MiX SARs time vest in 25% tranches beginning on the second anniversary of the applicable grant date subject to the executive's continued employment and were 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. These MiX SARs were granted on June 26, 2023 and expire on June 26, 2029.

11. Each MiX SAR outstanding immediately prior to the Scheme Implementation Date, whether or not vested or exercisable, was assumed by Powerfleet and replaced with a stock appreciation right, with the same terms and conditions as were applicable to such MiX SAR (each, a "Powerfleet SAR"), except that (i) the applicable performance conditions were waived in connection with the Business Combination and (ii) each Powerfleet SAR will constitute a stock appreciation right with respect to the number of shares of Powerfleet Common Stock determined by multiplying (x) the number of MiX Ordinary Shares subject to such MiX SAR immediately prior to the Scheme Implementation Date by (y) 0.12762 (rounded down to the nearest whole number of shares), with a per-share exercise price equal to the (A) the exercise price per MiX Ordinary Share subject to such MiX SAR immediately prior to the Scheme Implementation Date by (B) 0.12762 (rounded up to the nearest one hundredth of a cent).

	/s/ Charles W. Tasker, by Paul M. Dell, as Attorney-in-Fact	04/04/2024
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Tasker Charles W returned 8,366,610 units of Ordinary Shares to the company, closing all direct ownership in the company (SEC Form 4)