13D Filing: Stephen D Baksa and Sito Mobile Ltd. (NASDAQ:SITO)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 3)*

SITO Mobile, Ltd.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

82988R203

(CUSIP Number)

Stephen D. Baksa

2 Woods Lane, Chatham,

New Jersey, 07928

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 12, 2017

(Date of Event which Requires Filing of
this Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box . ¨

Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.

* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

(1) As of the date hereof, Mr. Baksa
beneficially owns 1,006,060 shares of Common Stock, which includes (i) 776,326 shares of Common Stock held directly by the Reporting
Person; (ii) 204,734 shares of Common Stock held by in trust for Mr. Baksa’s immediate family, (iii) 5,000 shares of Common
Stock issuable upon the exercise of options granted to Mr. Baksa on August 27, 2013 under the SITO Mobile, Ltd. 2010 Stock Option
Plan (the “2010 Plan”) with an exercise price of $6.04 per share and (iv) 20,000 shares of Common Stock issuable upon
the exercise of options granted to Mr. Baksa on November 12, 2013 under the 2010 Plan with an exercise price of $6.32 per share.

(2) All percentages of beneficial ownership presented herein
are based on an aggregate of 20,681,047 shares issued and outstanding as of November 14, 2016 as disclosed in the Issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2016.

(3) See Item 5.

(1) As of the date hereof, Mr. Candelaria beneficially owns
406,750 shares of Common Stock, which includes (i) 386,750 shares of Common Stock held by Streamworks Technologies, Inc., a corporation
for which Mr. Candelaria is the sole director and shareholder; and (ii) 20,000 shares of Common Stock held in trust for Mr. Candelaria’s
immediate family.

(2) See Item 5.

This Amendment No. 3 to that
certain Schedule 13D filed with the Securities and Exchange Commission on March 17, 2017, as amended by Amendments No. 1
and No. 2 thereto, both dated April 7, 2017, relates to the Common Stock, $0.001 par value (the “Common
Stock”) of SITO Mobile, Ltd., a Delaware corporation (the “Issuer”). The principal executive office of the
Issuer is located at The Newport Corporate Center, 100 Town Square Place, Suite 204, Jersey City, NJ 07310.

This Amendment No. 3 is being filed
to disclose the recent activities set forth in Item 4. Capitalized terms used, but not defined herein shall have the meaning set
forth in the Schedule 13D and its previous amendments.

No material change.

No material change.

This Item 4 is hereby amended to add the paragraphs
at the end hereof:

On April 12, 2017, the Reporting Persons
filed a preliminary consent solicitation statement (the “Consent Solicitation”) on Form PREC14A with the Securities
and Exchange Commission in connection with the solicitation of written consents from the stockholders of the Issuer for approval
of the actions contemplated by each of the four proposals described in the Consent Solicitation (together, the “Proposals”).

Also, on April 12, 2017, Mr. Baksa
transmitted a letter to the Issuer in which he requested that the Board of the Issuer fix a record date with respect to the
written consent of the Proposals. Notwithstanding such request, Mr. Baksa reserved his right under Section 213(b) of the
Delaware General Corporate Law to proceed on the understanding that the record date with respect to the written consent for
the Proposals will be the first date on which a signed written consent by a stockholder of the Issuer approving the Proposals
is delivered to the Issuer.

No material change.

Item 6 is hereby amended
by adding the following at the end hereof:

“Item 4 is hereby
incorporated by reference.”

SIGNATURE

After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 13, 2017