Sec Form 4 Filing - Hug, Gerard Francis @ SITO MOBILE, LTD. - 2016-11-09

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 Hug, Gerard Francis 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 X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O SITO MOBILE, LTD., 100 TOWN SQUARE PLACE, SUITE 204 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2016 (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

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 Options to Purchase Common Stock $ 3.51 11/18/2015 A 138,419 ( 1 )( 2 ) 11/18/2020 Common Stock 138,419 $ 0 589,009 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hug, Gerard Francis C/O SITO MOBILE, LTD. 100 TOWN SQUARE PLACE, SUITE 204 JERSEY CITY, NJ07301 X CEO Signatures /s/ Gerald Hug 11/14/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In November 2015, the Reporting Person was granted options to purchase up to 150,000 shares of common stock of the Issuer which grant was previously reported by the Reporting Person. The options were granted as performance options with the number of options earned and received by the Reporting Person dependent upon the achievement of certain corporate goals set by the Compensation Committee of the Issuer. On November 9, 2016, the Board, based upon the recommendation of the Issuer's Compensation Committee, determined that the Reporting Person earned options to purchase 138,419 shares of common stock of the Issuer out of the 150,000 that were initially granted based upon the achievement of the corporate goals set in November 2015. ( 2 )The options vest and are exercisable in 1/3 increments over a three year period. The first installment vested on November 18, 2015, the date of the grant. The Reporting Person agreed to forfeit and cancel the option with respect to 11,581 shares of the Issuer's common stock granted to the Reporting Person in November 2015.

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).

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