Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Meshekow Adam Benjamin
2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2017
3. Issuer Name and Ticker or Trading Symbol
SITO MOBILE, LTD. [SITO]
(Last)
(First)
(Middle)
C/O SITO MOBILE LTD., 100 TOWN SQUARE PLACE, SUITE 204
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Revenue Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

JERSEY CITY, NJ 07301
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,115
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Options 11/21/2015(1) 11/21/2019 Common Stock 38,000 $ 2.805 D  
Performance Stock Options 11/18/2016(2) 11/18/2020 Common Stock 28,000 $ 3.51 D  
Performance Stock Options 08/09/2017(3) 08/09/2023 Common Stock 1,774 $ 4 D  
Performance Stock Options 12/22/2017(4) 12/22/2023 Common Stock 25,000 $ 3.46 D  
Stock Options 04/24/2017(5) 04/24/2024 Common Stock 125,000 $ 2.76 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meshekow Adam Benjamin
C/O SITO MOBILE LTD.
100 TOWN SQUARE PLACE, SUITE 204
JERSEY CITY, NJ 07301
      Chief Revenue Officer  

Signatures

/s/ Adam Meshekow 05/03/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The options are performance options granted on November 21, 2014. The options vest and are exercisable in 1/3 increments over a three year period commencing on the first anniversary of the date of grant.
(2) The options are performance options granted on November 18, 2015. The options vest and are exercisable in 1/3 increments over a three year period commencing on the first anniversary of the date of grant.
(3) The options are performance options granted on August 9, 2016. The options vest and are exercisable in 1/3 increments over a three year period commencing on the first anniversary of the date of grant.
(4) The options are performance options granted on December 22, 2016. The options 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 25,000. 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.
(5) The options were granted on April 24, 2017; 1/3 vested upon grant, 1/3 shall vest on the first anniversary of the grant date and the remaining 1/3 shall vest on the second anniversary of the grant date.

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