Sec Form 4 Filing - Del Priore Mark @ SITO MOBILE, LTD. - 2018-04-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Del Priore Mark
2. Issuer Name and Ticker or Trading Symbol
SITO MOBILE, LTD. [ SITO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former Chief Financial Officer
(Last) (First) (Middle)
C/O SITO MOBILE, LTD., 100 TOWN SQUARE PLACE, SUITE 204
3. Date of Earliest Transaction (MM/DD/YY)
04/27/2018
(Street)
JERSEY CITY, NJ07301
4. If Amendment, Date Original Filed (MM/DD/YY)
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 04/27/2018 A 44,776 A 270,244 ( 2 ) D
Common Stock 09/11/2017 D 161,071 D 109,173 ( 3 ) D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Del Priore Mark
C/O SITO MOBILE, LTD.
100 TOWN SQUARE PLACE, SUITE 204
JERSEY CITY, NJ07301
Former Chief Financial Officer
Signatures
/s/ Mark Del Priore 09/17/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 44,776 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.
( 2 )Includes 225,468 restricted stock units (each an "RSU"), of which each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs will vest with respect to (A) 20% of such RSUs in the event the average closing price of the Issuer's common stock is at least $7.00 per share for 65 consecutive trading days, (B) an additional 30% of such RSUs in the event the average closing price of the Issuer's common stock is at least $10.00 per share for 65 consecutive trading days and (C) the remaining 50% of such RSUs in the event the average closing price of the Issuer's common stock is at least $15.00 per share for 65 consecutive trading days. RSUs may be settled in common stock or cash, at the election of the Issuer.
( 3 )Pursuant to the terms of the Separation Agreement and Mutual Release, dated September 11, 2018, by and between the reporting person and the Issuer, 161,071 RSUs were terminated and returned to the Issuer's treasury, and the remaining 64,397 RSUs vested immediately.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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