Sec Form 4/A Filing - Petrow Chester @ SITO MOBILE, LTD. - 2017-07-24

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Petrow Chester 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) (Last) (First) (Middle) C/O SITO MOBILE, LTD., 100 TOWN SQUARE PLACE, SUITE 204 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2017 (Street) JERSEY CITY, NJ07301 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Petrow Chester C/O SITO MOBILE, LTD. 100 TOWN SQUARE PLACE, SUITE 204 JERSEY CITY, NJ07301 X Signatures Thomas J. Pallack, Attorney-in-Fact 08/27/2018 Signature of Reporting Person Date

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.

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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