0001144204-17-044967.txt : 20170824 0001144204-17-044967.hdr.sgml : 20170824 20170824144639 ACCESSION NUMBER: 0001144204-17-044967 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170824 DATE AS OF CHANGE: 20170824 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SITO MOBILE, LTD. CENTRAL INDEX KEY: 0001157817 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 134122844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85736 FILM NUMBER: 171049214 BUSINESS ADDRESS: STREET 1: 100 TOWN SQUARE PLACE STREET 2: SUITE 204 CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 201-275-0555 MAIL ADDRESS: STREET 1: 100 TOWN SQUARE PLACE STREET 2: SUITE 204 CITY: JERSEY CITY STATE: NJ ZIP: 07310 FORMER COMPANY: FORMER CONFORMED NAME: SINGLE TOUCH SYSTEMS INC DATE OF NAME CHANGE: 20080806 FORMER COMPANY: FORMER CONFORMED NAME: HOSTING SITE NETWORK INC DATE OF NAME CHANGE: 20010821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGER KAREN CENTRAL INDEX KEY: 0001265181 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 212 VACCARO DRIVE CITY: CRESSKILL STATE: NJ ZIP: 07626 SC 13D/A 1 v473980_sc13d-a.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

(Rule 13d-101)

 

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. 13)1

 

 

SITO Mobile, Ltd.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
  82988R203  
  (CUSIP Number)  

 

Karen Singer, 212 Vaccaro Drive, Cresskill, NJ 07626 (Tel.) (201) 750-0415

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
  August 23, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

Page 1 of 6 pages

 

______________________

1 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 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 13D/A13 Page 2 of 6

 

 

1

 

NAME OF REPORTING PERSON

 

Karen Singer

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

 [  ]

 

 

 

 

 

 

 

(b)

 

 [  ]

 

3

 

SEC USE ONLY

 

 

 

4

_______________

SOURCE OF FUNDS*

OO

 

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2I

 

[ ]

 

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

1,456,840

 

8

 

SHARED VOTING POWER

0

 

9

 

SOLE DISPOSITIVE POWER

1,456,840

 

10

 

SHARED DISPOSITIVE POWER

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,456,840

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 [  ]

 

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.7%2

 

14

 

TYPE OF REPORTING PERSON*

IN
             

______________________

2 The percentage reflected is based on the outstanding shares of Common Stock set forth in the Issuer’s Form 10-Q, dated August 15, 2017.

 

 

 

 

 

CUSIP No. 82988R203 13D/A13 Page 3 of 6

 

 

1

 

NAME OF REPORTING PERSON

 

TAR Holdings LLC

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)

 [  ]

 

 

 

 

 

 

 

(b)

 

 [  ]

 

3

 

SEC USE ONLY

 

 

 

4

_______________

SOURCE OF FUNDS*

OO

 

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2I

 

[ ]

 

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

1,456,8403

 

8

 

SHARED VOTING POWER

0

 

9

 

SOLE DISPOSITIVE POWER

1,456,8404

 

10

 

SHARED DISPOSITIVE POWER

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,456,840

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 [  ]

 

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.7%5

 

14

 

TYPE OF REPORTING PERSON*

OO
             

______________________

3 Mrs. Singer has sole voting power with respect to all of the shares held by TAR Holdings LLC.

4 Mrs. Singer has sole dispositive power with respect to all of the shares held by TAR Holdings LLC.

5 See FN 2.

 

 

 

SCHEDULE 13D/A13

 

This constitutes Amendment No. 13 (the “Amendment No. 13”) to the statement on Schedule 13D filed on behalf of Karen Singer, dated and filed April 3, 2017 (as amended, the “Statement”), relating to the common stock, $0.001 par value per share (the “Common Stock”), of SITO Mobile, Ltd. (the “Company” or the “Issuer”). This Amendment No. 13 is being filed to report that, since the filing of Amendment No. 12 to the Statement (“Amendment No. 12”), dated August 17, 2017, a material change occurred in the percentage of Common Stock beneficially owned by Mrs. Singer. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Statement is hereby amended and restated in its entirety as follows:

 

Mrs. Singer is the sole Member of TAR Holdings, which was created pursuant to that certain Operating Agreement, dated October 28, 2013. All of the securities held by TAR Holdings were purchased by funds generated and held by TAR Holdings. The aggregate amount of funds used for the purchase of the securities reported herein was approximately $2,996,423.00.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

 

(a)       Mrs. Singer, as the sole Member of TAR Holdings, may be deemed to beneficially own 1,456,840 shares of Common Stock, comprising approximately 6.7% of the outstanding shares, based on 21,906,698 shares of Common Stock outstanding, as reported in the Issuer’s Form 10-Q filed on August 15, 2017.

 

(b) Mrs. Singer has sole dispositive and voting power over the shares of Common Stock owned by TAR Holdings as reported on this Schedule 13D.

  

(c)       The following table details the transactions effected by Mrs. Singer since the filing of Amendment No. 12.

  

Date of Transaction Number of Shares Sold Price Per Share
8/18/17 30,319 $4.2812
8/21/17 25,000 $4.35
8/21/17 30,595 $4.339
8/21/17 25,000 $4.35
8/22/17 5,550 $4.3117
8/23/17 75,000 $4.35
8/23/17 53,054 $4.3516

 

 

 

 

 

(d)        No Person other than Mrs. Singer has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

  

(e)       Not Applicable.

 

 

 

 

After reasonable inquiry and to the best of her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 24, 2017

 

TAR Holdings LLC

 

 

 

By: /s/ Karen Singer
Name: Karen Singer
Title: Member