[Pepper Hamilton LLP Letterhead]
The New York Times Building
37th Floor
620 Eighth Avenue
New York, NY 10018-1405
212.808.2700
Fax 212.286.9806
April 12, 2017
BY EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-1090
| Re: | | Preliminary Consent Solicitation Statement on Schedule 14A for SITO Mobile, Ltd. |
Dear Ladies and Gentlemen:
On behalf of our client, Mr. Stephen D. Baksa, a non-management shareholder of SITO Mobile, Ltd., a Delaware corporation (the “Company”), we are filing, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, a Preliminary Consent Solicitation Statement on Schedule 14A (the “Consent Solicitation Statement”) and related forms of consent. As described further in the Consent Solicitation Statement, the Consent Solicitation Statement is being filed in connection with the solicitation of consents of the holders of common stock, par value $0.001 per share of the Company in an effort to effect certain proposals to (i) amend and restate the Company’s Bylaws, (ii) increase the size of the Company’s board of directors, (iii) remove certain members of the Company’s board of directors and (iv) elect certain nominees to serve on the Company’s board of directors.
We hope to mail definitive copies of the Consent Solicitation Statement to certain shareholders of the Company following completion of your review on or around April 22, 2017.
Please direct any questions you may have with respect to this filing to me at 212-808-2732 or manzk@pepperlaw.com, and to my colleague Andrew Hulsh at 212.808.2741 or hulsha@pepperlaw.com.
| | Very truly yours, |
| | |
| | /s/ Kevin E. Manz |
| | Kevin E. Manz, Esq. |
Encls.
cc: Stephen D. Baksa
cc: Andrew Hulsh, Esq.
