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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options to Purchase Common Stock | $ 2.805 | 11/18/2015 | A | 63,090 | (1) | 11/21/2019 | Common Stock | 63,090 | $ 0 | 527,100 | D | ||||
| Options to Purchase Common Stock | $ 3.51 | 11/18/2015 | A | 154,000 | (2) | 11/18/2020 | Common Stock | 110,000 | $ 0 | 527,100 | D | ||||
| 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, NJ 07301 |
X | CEO | ||
| /s/ Gerard Hug | 11/20/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | In November 2014, the Reporting Person was granted options to purchase up to 105,000 shares of common stock of the Issuer which grant was previously reported by the Reporting Person. The options were granted as performance options and the number of options to be received by the Reporting Person was dependent upon the achievement of certain corporate goals as determined by the Compensation Committee of the Issuer. On November 18, 2015, the Board, based upon the recommendation of the Issuer's Compensation Committee, determined that the Reporting Person earned options to purchase 63,090 shares of common stock of the Issuer out of the 105,000 that were initially granted. The options shall vest and become exercisable in 1/3 increments over a three year period with the first installment vesting on November 18, 2015. The Reporting Person agreed to forfeit and cancel the option with respect to 41,910 shares of the Issuer's common stock granted to the Reporting Person in November 2014. |
| (2) | The options granted are performance options and shall vest and become exercisable in 1/3 increments over a three year period commencing on the first anniversary of the date of grant. The maximum number of options subject to the grant shall be 154,000. The number of options to be received by the Reporting Person is dependent upon the achievement of certain corporate goals, determined by the Compensation Committee of the Issuer. |