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).

1. Name and Address of Reporting Person^*

Petrow Chester

(Last)

(First)

(Middle)

C/O SITO MOBILE, LTD.

100 TOWN SQUARE PLACE, SUITE 204

(Street)

JERSEY CITY

07301

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2017

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)
Common Stock	07/24/2017		A		255,468	A	⁽¹⁾⁽²⁾	286,968	D
Common Stock	08/17/2017		P		27,592	A	$3.46⁽³⁾	314,560	D
Common Stock	08/24/2017		P		41,208	A	$4.32⁽⁴⁾	355,768	D
Common Stock								3,250	I	By Family Member⁽⁵⁾

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 Option (Right to Buy)	$6.01	07/24/2017		A		100,000		⁽⁶⁾	07/24/2027	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. Each restricted stock unit (each, an "RSU") represents the contingent right to receive one share of the Issuer's Common Stock. RSUs may be settled in Common Stock or cash, at the election of the Issuer.

2. Such RSU's will (i) vest as to 20% of such RSUs in the event that the closing price of the Issuer's Common Stock for a period of at 65 trading days is $7.00; (ii) vest as to 30% of such RSUs in the event that the closing price of the Issuer's Common Stock for a period of at 65 trading days is $10.00 and (iii) vest as to 50% of such RSUs in the event that the closing price of the Issuer's Common Stock for a period of at 65 trading days is $15.00.

3. The purchase prices reported in column 4 of Table I represent the weighted average purchase price of the shares purchased, ranging from $3.35 to $4.35 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price.

4. The purchase prices reported in column 4 of Table I represent the weighted average purchase price of the shares purchased, ranging from $4.24 to $4.35 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price

5. Shares are held by an immediate family member. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

6. The stock option will vest ratably on the first four anniversaries of the date of grant. Options may be settled in Common Stock or cash, at the election of the Issuer.

Remarks:

	Mark Del Priore, Attorney-in-Fact	08/25/2017
	** 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 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).
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