SEC Form 4 · accession 0001192482-17-000241
SITO MOBILE, LTD. · SITO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Chester Petrow
Director
Period of report
Jul 24, 2017
Accepted (ET)
Aug 25, 2017 · 4:32 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 | 255,468 | — | A | 286,968 | D | |
| Common StockF3 | Aug 17, 2017 | P | 27,592 | $3.46 | A | 314,560 | D | |
| Common StockF4 | Aug 24, 2017 | P | 41,208 | $4.32 | A | 355,768 | D | |
| Common StockF5 | holding | — | — | — | 3,250 | I | By Family Member |
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)F6 | $6.01 | Jul 24, 2017 | A | 100,000 | A | — | Jul 24, 2027 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1Each restricted stock unit (each, an "RSU") represents the contingent right to receive one share of the Issuer's Common Stock. RSUs may be settled in Common Stock or cash, at the election of the Issuer.
- F2Such RSU's will (i) vest as to 20% of such RSUs in the event that the closing price of the Issuer's Common Stock for a period of at 65 trading days is $7.00; (ii) vest as to 30% of such RSUs in the event that the closing price of the Issuer's Common Stock for a period of at 65 trading days is $10.00 and (iii) vest as to 50% of such RSUs in the event that the closing price of the Issuer's Common Stock for a period of at 65 trading days is $15.00.
- F3The purchase prices reported in column 4 of Table I represent the weighted average purchase price of the shares purchased, ranging from $3.35 to $4.35 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price.
- F4The purchase prices reported in column 4 of Table I represent the weighted average purchase price of the shares purchased, ranging from $4.24 to $4.35 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price
- F5Shares are held by an immediate family member. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- F6The stock option 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.