Page 4 of 7 – SEC Filing
ORIGINAL REPORT ON SCHEDULE 13D
| Item1. | Security and Issuer |
This Statement on Schedule
13D (“Schedule 13D”) relates to the shares of common stock (the “Common Stock”) of SITO Mobile,
Ltd., a Delaware corporation (the “Company” or the “Issuer”), whose principal executive offices
are located at The Newport Corporate Center, 100 Town Square Place, Suite 204, Jersey City, New Jersey 07310.
| Item2. | Identity and Background |
This Schedule 13D is
being filed by Karen Singer (“Ms. Singer” or the “Reporting Person”), as the sole Member
of TAR Holdings LLC (“TAR Holdings”). Ms. Singer has sole dispositive and voting power with respect to the shares
of the Issuer reported above as the sole Member of TAR Holdings. Ms. Singer’s principal place of business is 212 Vaccaro
Drive, Cresskill, New Jersey 07626. Ms. Singer’s principal occupation is investing assets held in TAR Holdings and other
entities.
During the last five
years, Ms. Singer has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws. Ms. Singer is a citizen of the United
States of America.
| Item3. | Source and Amount of Funds or Other Consideration |
Ms. Singer is the sole
Member of TAR Holdings, which was created pursuant to that certain Operating Agreement, dated October 28, 2013. All of the securities
held by TAR Holdings were purchased by funds generated and held by TAR Holdings. The aggregate amount of funds used for the purchase
of the securities reported herein was approximately $4,288,999.78.
| Item4. | Purpose of the Transaction |
The purpose of this
Schedule 13D is to report that (i) the Reporting Person is disappointed with the Issuer’s poor operational and financial
results and believes that the Issuer’s securities may be undervalued, (ii) the Reporting Person believes that the purported
adoption by the Issuer of those certain Amended and Restated Bylaws (the “Amended Bylaws”) on March 23, 2017,
appears to be improper and inappropriate, and (iii) the Reporting Person intends to seek representation on the Board of Directors
(and, to such end, the Reporting Person has engaged a proxy solicitor in connection therewith).
Except in connection
with the matters described in this Item 4 and as contemplated herein, Ms. Singer does not currently have any specific plans or
proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule
13D. Ms. Singer reserves the right to change plans and take any and all actions that Ms. Singer may deem appropriate to maximize
the value of her investment, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer,
selling or otherwise disposing of any securities of the Issuer beneficially owned by her, in each case in the open market or in
privately negotiated transactions or formulating other plans or proposals regarding the Issuer or its securities to the extent
deemed advisable by Ms. Singer in light of her general investment policies, market conditions, subsequent developments affecting
the Issuer and the general business and future prospects of the Issuer. Ms. Singer may take any other action with respect to the
Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.
