Chester Petrow Form 4/A SITO MOBILE / Chester Petrow ownership change

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 NJ 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)
08/25/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								100,000(1)	D
Common Stock	04/27/2018		A		32,127	A	(2)	132,127	D
Common Stock	05/29/2018		G(3)	V	40,000	D	$0	92,127	D
Common Stock	05/29/2018		G(3)	V	40,000	A	$0	40,000	I	By Wife
Common Stock	06/06/2018		A		225,468(4)	A	$0	317,595	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$6.01							(6)	07/24/2027	Common Stock	100,000(7)		0	D
Stock Option (Right to Buy)	$6.01	06/06/2018		A		100,000		(6)	07/24/2027	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. On August 25, 2017, the reporting person mistakenly filed a Form 4 reporting the award of 255,468 shares of restricted stock units that did not in fact occur.

2. The 32,127 shares represents the shares of SITO Mobile, Ltd.'s (the "Issuer") common stock granted to the reporting person, pursuant to the Issuer's 2017 Equity Incentive Plan in lieu of a cash bonus calculated by reference to the closing share price of the Issuer's shares on the NASDAQ Stock Market on March 29, 2018, which was $4.02.

3. The reporting person gifted 40,000 share of the Issuer's common stock to his wife.

4. Each restricted stock unit (each, an "RSU") represents the contingent right to receive one share of the Issuer's common stock. The RSUs 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.

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 options will vest annually over four years, starting on July 24, 2018.

7. On August 25, 2017, the reporting person mistakenly filed a Form 4 reporting the award of 100,000 stock options that did not in fact occur.

Remarks:

	Thomas J. Pallack, Attorney-in-Fact	08/27/2018
	** 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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