LESAKA TECHNOLOGIES INC — Director's Dealing 2016

Feb 16, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NET 1 UEPS TECHNOLOGIES INC (UEPS)
CIK: 0001041514
Period of Report: 2016-02-03

Reporting Person: Belamant Philip Marc (Managing Director: ZAZOO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12816	Direct
Common Stock	3333	Direct
Common Stock	11035	Direct
Common Stock	11600	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$11.23	2024-08-27	Common Stock (20000)		Direct

Footnotes

F1: Represents a grant of restricted stock approved by the remuneration committee of the Net 1 UEPS Technologies, Inc's (the "Company") board of directors pursuant to the Amended and Restated 2004 Stock Incentive Plan that will vest on August 21, 2016 if the recipient remains employed with the Company through the vesting date.

F2: Represents a grant of restricted stock approved by the remuneration committee of the Company's board of directors pursuant to the Amended and Restated 2004 Stock Incentive Plan. Vesting is subject to the satisfaction of the following conditions: (1) the closing price of the Company's common stock is equal to or exceeds $19.41 (subject to appropriate adjustment for any stock split or stock dividend) for a period of 30 consecutive trading days during a measurement period commencing on the date that the Company files its Annual Report on Form 10-K for the fiscal year ended June 30, 2017 and ending on December 31, 2017 and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is met. If either of these conditions is not satisfied, then none of the shares of restricted stock will vest and they will be forfeited.

F3: Represents a grant of restricted stock approved by the remuneration committee of the Company's board of directors pursuant to the Amended and Restated 2004 Stock Incentive Plan. Vesting is subject to the recipient's employment with the Company through the date it files its 2018 Form 10-K. If that condition is satisfied, then the shares will vest based on the level of fundamental earnings per share the Company achieves for fiscal 2018 ("2018 FEPS"), as follows: (i) one-third if the Company achieves 2018 FEPS of $2.88; (ii) two-thirds if the Company achieves 2018 FEPS of $3.30; and (iii) all of the shares if the Company achieves 2018 FEPS of $3.76. At levels of 2018 FEPS greater than $2.88 and less than $3.76, the number of shares that will vest will be determined by linear interpolation relative to 2018 FEPS of $3.30. Any shares that do not vest in accordance with the above-described conditions will be forfeited.

F4: One third of these options vested on August 21, 2015 and are currently exercisable. Subject to the recipient's continuous service through the applicable vesting date, one third of the options vest on each of August 27, 2016 and August 27, 2017.