SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lowen Jonathon David

(Last)

(First)

(Middle)

C/O SITO MOBILE LTD.

100 TOWN SQUARE PLACE, SUITE 204

(Street)

JERSEY CITY

07301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2017

3. Issuer Name and Ticker or Trading Symbol
SITO MOBILE, LTD. [ SITO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	54,991	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Stock Options	11/21/2015⁽¹⁾	11/21/2019	Common Stock	15,000	$2.805	D
Performance Stock Options	11/18/2016⁽²⁾	11/18/2020	Common Stock	28,000	$3.51	D
Stock Options	05/05/2017⁽³⁾	05/05/2021	Common Stock	125,000	$2.95	D
Performance Stock Options	08/09/2017⁽⁴⁾	08/09/2023	Common Stock	1,774	$4	D
Performance Stock Options	12/22/2017⁽⁵⁾	12/22/2023	Common Stock	25,000	$3.46	D
Stock Options	04/24/2017⁽⁶⁾	04/24/2024	Common Stock	75,000	$2.76	D

Explanation of Responses:

1. The options are performance options granted on November 21, 2014. The options vest and are exercisable in 1/3 increments over a three year period commencing on the first anniversary of the date of grant.

2. The options are performance options granted on November 18, 2015. The options vest and are exercisable in 1/3 increments over a three year period commencing on the first anniversary of the date of grant.

3. The options were granted on May 5, 2016; 1/3 vested upon grant, 1/3 shall vest on the first anniversary of the grant date and the remaining 1/3 shall vest on the second anniversary of the grant date.

4. The options are performance options granted on August 9, 2016. The options vest and are exercisable in 1/3 increments over a three year period commencing on the first anniversary of the date of grant.

5. The options are performance options granted on December 22, 2016. The options shall vest and become exercisable in 1/3 increments over a three year period commencing on the first anniversary of the date of grant. The maximum number of options subject to the grant shall be 25,000. The number of options to be received by the Reporting Person is dependent upon the achievement of certain corporate goals, determined by the Compensation Committee of the Issuer.

6. The options were granted on April 24, 2017; 1/3 vested upon grant, 1/3 shall vest on the first anniversary of the grant date and the remaining 1/3 shall vest on the second anniversary of the grant date.

	/s/ Jonathan Lowen	05/03/2017
	** 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 5 (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.
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