MICT MICT Inc

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 OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

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/YYYY) 11/11/2019
(Street) LONDON, X0 SW5 0SZ (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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		80400	A	$1.113	1250045	D
Common Stock	11/12/2019		A		58500	A	$1.035	1308545	D
Common Stock	11/14/2019		A		61500	A	$1.088	1370045	D
Common Stock	11/18/2019		A		60391	A	$0.888	1430436	D
Common Stock	11/19/2019		A		82000	A	$1.000	1512436	D
Common Stock	11/20/2019		A		34600	A	$1.018	1547036	D
Common Stock	11/21/2019		A		96000	A	$1.042	1643036	D
Common Stock	1/23/2020		A		33000	A	$1.076	1676036	D
Common Stock	1/29/2020		A		52000	A	$1.154	1728036	D
Common Stock	1/30/2020		A		6500	A	$1.192	1734536	D
Common Stock	2/21/2020		A		43085	A	$1.098	1777621	D
Common Stock	2/24/2020		A		31915	A	$1.093	1809536	D
Common Stock	3/17/2020		A		45000	A	$0.780	1854536	D
Common Stock	3/19/2020		A		376000	A	$0.061	2230536	D
Common Stock	3/20/2020		A		15727	A	$0.775	2246263	D
Common Stock	3/23/2020		A		6673	A	$0.771	2252936	D
Common Stock	3/31/2020		A		39275	A	$0.728	2292211	D
Common Stock	4/2/2020		A		1463	A	$0.887	2293674	D
Common Stock	4/6/2020		A		9262	A	$0.987	2302936	D
Common Stock	4/8/2020		A		35824	A	$1.006	2338760	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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	$1.10	4/21/2020		P		1042568 (1)		(2)(3)	(2)(3)	Common Stock	1042568	$1.10	1042568	D

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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Prior-Palmer Simon Erroll 19 EARLS COURT GARDENS LONDON, X0 SW5 0SZ		X

Signatures
/s/ Simon Erroll Prior-Palmer		6/30/2020
**Signature of Reporting Person		Date