SEC Form 4/A · accession 0001192482-18-000428
SITO MOBILE, LTD. · SITO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Chester Petrow
Director
Period of report
Jul 24, 2017
Accepted (ET)
Aug 27, 2018 · 5:00 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 StockF2 | Apr 27, 2018 | A | 32,127 | — | A | 132,127 | D | |
| Common Stock | May 29, 2018 | G | 40,000 | $0.00 | D | 92,127 | D | |
| Common Stock | May 29, 2018 | G | 40,000 | $0.00 | A | 40,000 | I | By Wife |
| Common StockF4 | Jun 6, 2018 | A | 225,468 | $0.00 | A | 317,595 | D | |
| Common StockF1 | holding | — | — | — | 100,000 | 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 | Jun 6, 2018 | A | 100,000 | A | — | Jul 24, 2027 | Common Stock | 100,000 | 100,000 | D |
| Stock Option (Right to Buy)F6,F7 | $6.01 | holding | — | — | — | — | Jul 24, 2027 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1On August 25, 2017, the reporting person mistakenly filed a Form 4 reporting the award of 255,468 shares of restricted stock units that did not in fact occur.
- F2The 32,127 shares represents the shares of SITO Mobile, Ltd.'s (the "Issuer") common stock granted to the reporting person, pursuant to the Issuer's 2017 Equity Incentive Plan in lieu of a cash bonus calculated by reference to the closing share price of the Issuer's shares on the NASDAQ Stock Market on March 29, 2018, which was $4.02.
- F3The reporting person gifted 40,000 share of the Issuer's common stock to his wife.
- F4Each restricted stock unit (each, an "RSU") represents the contingent right to receive one share of the Issuer's common stock. The RSUs 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.
- 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 options will vest annually over four years, starting on July 24, 2018.
- F7On August 25, 2017, the reporting person mistakenly filed a Form 4 reporting the award of 100,000 stock options that did not in fact occur.