SEC Form 4 · accession 0001192482-17-000192
SITO MOBILE, LTD. · SITO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Del Priore
Officer — Chief Financial Officer
Period of report
Jul 24, 2017
Accepted (ET)
Jul 26, 2017 · 4:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001157817
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 24, 2017 | A | 225,468 | — | A | 225,468 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $6.01 | Jul 24, 2017 | A | 100,000 | A | — | Jul 24, 2027 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1The RSUs will vest with respect to (A) 20% of such RSUs in the event the average closing price of SITO Mobile, Ltd.'s (the "Issuer") 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.
- F2Each restricted stock unit (each an "RSU") represents the contingent right to receive one share of the Issuer's common stock.
- F3The stock options will vest ratably on the first four anniversaries of the date of grant. Options may be settled in common stock or cash, at the election of the Issuer.