SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 4)*

SITO Mobile, Ltd.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

82988R203

(CUSIP Number)

Stephen D. Baksa

2 Woods Lane, Chatham,

New Jersey, 07928

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 28, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box . ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.
82988R203 SCHEDULE 13D Page 2 of 9

1		NAME OF REPORTING PERSON Stephen D. Baksa
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS:   PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 1,006,060 (1)
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 1,006,060 (1)
			10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,006,060 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES					¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% (2)(3)
14	TYPE OF REPORTING PERSON IN

(1) As of the date hereof, Mr. Baksa beneficially owns 1,006,060 shares of Common Stock, which includes (i) 776,326 shares of Common Stock held directly by the Reporting Person; (ii) 204,734 shares of Common Stock held by in trust for Mr. Baksa’s immediate family, (iii) 5,000 shares of Common Stock issuable upon the exercise of options granted to Mr. Baksa on August 27, 2013 under the SITO Mobile, Ltd. 2010 Stock Option Plan (the “2010 Plan”) with an exercise price of $6.04 per share and (iv) 20,000 shares of Common Stock issuable upon the exercise of options granted to Mr. Baksa on November 12, 2013 under the 2010 Plan with an exercise price of $6.32 per share.

(2) All percentages of beneficial ownership presented herein are based on an aggregate of 20,681,047 shares issued and outstanding as of April 14, 2017 as disclosed in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2016.

(3) See Item 5.

CUSIP No.
82988R203 SCHEDULE 13D Page 3 of 9

1		NAME OF REPORTING PERSON Thomas M. Candelaria
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 406,750(1)
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 406,750 (1)
			10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 406,750 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES					¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% (2)
14	TYPE OF REPORTING PERSON IN

(1) As of the date hereof, Mr. Candelaria beneficially owns 406,750 shares of Common Stock, which includes (i) 386,750 shares of Common Stock held by Streamworks Technologies, Inc., a corporation for which Mr. Candelaria is the sole director and shareholder; and (ii) 20,000 shares of Common Stock held in trust for Mr. Candelaria’s immediate family.

(2) See Item 5.

CUSIP No.
82988R203 SCHEDULE 13D Page 4 of 9

Item 1. Security and Issuer.

This Amendment No. 4 to that certain Schedule 13D filed with the Securities and Exchange Commission on March 17, 2017, as amended by Amendments No. 1 and No. 2 thereto, both dated April 7, 2017, and Amendment No. 3 thereto, dated April 13, 2017, relates to the Common Stock, $0.001 par value (the “Common Stock”) of SITO Mobile, Ltd., a Delaware corporation (the “Issuer” or the “Company”). The principal executive office of the Issuer is located at The Newport Corporate Center, 100 Town Square Place, Suite 204, Jersey City, NJ 07310.

This Amendment No. 4 is being filed to disclose the recent activities set forth in Item 4. Capitalized terms used, but not defined herein shall have the meaning set forth in the Schedule 13D and its previous amendments.

Item 2. Identity and Background.

No material change.

CUSIP No.
82988R203 SCHEDULE 13D Page 5 of 9

Item 3. Source and Amount of Funds or Other Consideration.

No material change.

Item 4. Purpose of Transaction.

This Item 4 is hereby amended to add the paragraphs at the end hereof:

On April 28, 2017, the Reporting Persons transmitted a letter to the Corporate Secretary of the Issuer (the “Response Letter”), in response to the Issuer’s request dated April 20, 2017, that in accordance with the Issuer’s Bylaws, the Reporting Persons confirm and verify that certain information in the Nomination Notice (as defined in Amendment No. 2) was and is accurate and true, and does not contain any false and misleading statements or other statements that may violate the Securities Exchange Act of 1934, as amended, or other applicable law, in accordance with Section 2(a)(2) of the Issuer’s Bylaws.

The Response Letter confirmed and verified the information in the Nomination Notice as required by the Issuer’s Bylaws. 

In addition, the Response Letter stated, among other things, the Reporting Persons’ view that the Issuer’s request “reflects a poorly-camouflaged attempt by the current Board to impose yet another impediment to the fundamental and intrinsic right of shareholders to nominate candidates of their choosing to serve on the Board, and far exceeds the Company’s authority under  . . . the Bylaws” and “clearly represents an unreasonable abuse of discretion by the current Board and is inimical to both fundamental principles of corporate democracy and the will of the Company’s shareholders.”

In addition, the Response Letter expressed concern “that the current directors are prolonging the review of the Nomination Notice unnecessarily to entrench themselves and frustrate and disenfranchise the shareholders of the Company”.  As such, the Response Letter urged the Governance and Nominating Committee of the Board “to permit the shareholders of the Company to decide for themselves whom shall serve as stewards of the Company and whom are the most qualified individuals to best represent their interests” by immediately approving and declaring the validity of the Nomination Notice.

The description of the Response Letter above is qualified in its entirety by the full text of the Response Letter incorporated herein as Exhibit 99.3.

CUSIP No.
82988R203 SCHEDULE 13D Page 6 of 9

Item 5. Interest in Securities of the Issuer.

No material change.

CUSIP No. 82988R203 SCHEDULE 13D Page 7 of 9

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

No material change.

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82988R203 SCHEDULE 13D Page 8 of 9

Item 7. Material to be Filed as Exhibits.

Exhibit 1:	Joint Filing Agreement dated as of March 17, 2017, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
Exhibit 2:	Nomination Notice dated as of April 7, 2017 (previously filed).
Exhibit 3:	Response Letter dated as of April 28, 2017, from the Reporting Persons to the Issuer.

CUSIP No.
82988R203 SCHEDULE 13D Page 9 of 9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 28, 2017

By:	/s/ Stephen D. Baksa
	Name: Stephen D. Baksa

By:	/s/ Thomas Candelaria
	Name: Thomas Candelaria

EX-99.3

Exhibit 99.3

April 28, 2017            

VIA EMAIL

Mr. Richard O’Connell

SITO Mobile, Ltd.

100 Town Square Place, Suite 204

Jersey City, NJ 07310

Attention: Secretary of the Corporation

Re: Nominating Notice Submitted April 7, 2017

Reference is made to your letter, dated April 20, 2017 on behalf of SITO Mobile, Ltd., a Delaware corporation (the “Company”), and the Governance and Nominating Committee (the “Governance and Nominating Committee”) of the Company’s Board of Directors (the “Board”), with respect to the notice of nomination (the “Nomination Notice”) that we submitted to the Company on April 7, 2017, in which we nominated the following five candidates for election to the Board at the Company’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”): Michael Durden, Itzhak Fisher, Thomas J. Pallack, Matthew Stecker and Thomas Thekkethala (the “Nominees”).

In an effort to facilitate the ongoing review of the Nomination Notice by you and your advisors, we hereby confirm and verify that the information in the Nomination Notice was and is completely accurate and true, and does not contain any false and misleading statements or other statements that may violate the Securities Exchange Act of 1934, as amended, or other applicable law. We further believe that our Nomination Notice complies with the Company’s Amended and Restated Bylaws (the “Bylaws”), as amended on March 23, 2017, and respectfully request that you immediately acknowledge the validity of our Nomination Notice.

Section 2(a)(2) of the Bylaws provides as follows: “Upon written request by the Secretary of the Corporation, any stockholder submitting a notice pursuant to this Section 2(a)(2) or Section 2(b)(9) shall provide, within five (5) business days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory in the reasonable discretion of the Corporation, to demonstrate the complete accuracy and truthfulness of any information, and the absence of any false and misleading statements or other statements that may violate the Exchange Act or other applicable law, in any notice submitted by the stockholder pursuant to this Section 2(a)(2) or Section 2(b)(9) (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring before the meeting the proposed nominations and/or other business proposed in its stockholder notice). If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with this Section 2(a)(2) or Section 2(b)(9).”

The request made by the Company’s April 20, 2017 letter reflects a poorly-camouflaged attempt by the current Board to impose yet another impediment to the fundamental and intrinsic right of shareholders to nominate candidates of their choosing to serve on the Board, and far exceeds the Company’s authority under Section 2(a)(2) of the Bylaws. Moreover, such request clearly represents an unreasonable abuse of discretion by the current Board and is inimical to both fundamental principles of corporate democracy and the will of the Company’s shareholders. After consultation with our counsel and other advisors, we have concluded that the response provided above in the second paragraph of this letter fully satisfies the requirements of Section 2(a)(2) of the Bylaws.

While we respect the role that the Governance and Nominating Committee would perform in a well-functioning corporate governance model, we are and remain gravely concerned that the current directors are prolonging the review of the Nomination Notice unnecessarily to entrench themselves and frustrate and disenfranchise the shareholders of the Company. Sadly, the current Board’s chronic, narcissistic disregard for shareholder egalitarianism is consistent with several of the Board’s recent actions, including the approval of the amendment and restatement of the Bylaws on March 23, 2017, which created numerous impediments to the exercise by the Company’s shareholders of certain integral rights, and the adoption of a poison pill on April 4, 2017.

Accordingly, we urge the Governance and Nominating Committee to permit the shareholders of the Company to decide for themselves whom shall serve as stewards of the Company and whom are the most qualified individuals to best represent their interests, rather than prevent the Company’s shareholders from having the ability to choose persons other than those selected by the current Board to serve as directors of the Company, by immediately approving and declaring the validity of our Nomination Notice.

-2-

Sincerely,

/s/ Stephen D. Baksa

Stephen D. Baksa

/s/ Thomas Candelaria

Thomas Candelaria

cc:	Betsy J. Bernard, Lead Independent Director
	Marcelle Balcombe, Esq., Sichenzia Ross Ference Kesner LLP
	Keith E. Gottfried, Esp. Morgan Lewis & Bockius LLP

-3- 

Important Additional Information And Where To Find It

Messrs. Stephen D. Baksa, Thomas Candelaria and Michael Durden, ltzhak Fisher, Thomas J. Pallack, Matthew Stecker and Thomas Thekkethala (together, the “Nominees”) are deemed to be participants in a solicitation of consents from the stockholders (the “Consent Solicitation”) of SITO Mobile Ltd (the “Company”). Information regarding Mr. Baksa, Mr. Candelaria, the Nominees, and their respective interests in the Company by security holdings or otherwise can be found in the Consent Solicitation filed with the Securities and Exchange Commission (“SEC”) on April 12, 2017, as amended.

Mr. Baksa, Mr. Candelaria and the Nominees intend to file a definitive consent solicitation statement (the “Consent Solicitation Statement”) and accompanying GOLD consent card with the SEC in connection with the Consent Solicitation. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Consent Solicitation Statement, including the schedules and appendices thereto. INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH CONSENT SOLICITATION STATEMENT AND THE ACCOMPANYING GOLD CONSENT CARD AND OTHER DOCUMENTS FILED BY Mr. Baksa, Mr. Candelaria and the Nominees WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain the Consent Solicitation Statement, any amendments or supplements to the Consent Solicitation Statement, the accompanying GOLD consent card, and other documents filed by Mr. Baksa, Mr. Candelaria and the Nominees with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the following website: icommaterials.com/SITO, by writing to InvestorCom, 65 Locust Avenue, Suite 302, New Canaan, CT 06840, or by calling Investorcom at (877) 972-0090.