Filing Details

 

 

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. 4)*

 

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 28, 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).

 

 

 

 

CUSIP No. 82988R203

SCHEDULE 13D

Page 2 of 9

 

1		NAME OF REPORTING PERSON   Stephen D. Baksa
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS:   PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER   1,006,060 (1)
			8	SHARED VOTING POWER   0
			9	SOLE DISPOSITIVE POWER   1,006,060 (1)
			10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,006,060 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES					¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.9% (2)(3)
14	TYPE OF REPORTING PERSON   IN

(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 April 14, 2017 as disclosed in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2016.

(3) See Item 5.

 

 

 

CUSIP No. 82988R203

SCHEDULE 13D

Page 3 of 9

 

1		NAME OF REPORTING PERSON   Thomas M. Candelaria
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS   PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER   406,750(1)
			8	SHARED VOTING POWER   0
			9	SOLE DISPOSITIVE POWER   406,750 (1)
			10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   406,750 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES					¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.0% (2)
14	TYPE OF REPORTING PERSON   IN

(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.

 

 

 

CUSIP No. 82988R203

SCHEDULE 13D

Page 4 of 9

 

Item 1.

Security and Issuer.

 

This Amendment No. 4 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, and Amendment No. 3 thereto, dated April 13, 2017, relates to the Common Stock, $0.001 par value (the “Common Stock”) of SITO Mobile, Ltd., a Delaware corporation (the “Issuer” or the “Company”). 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. 4 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.

 

Item 2.

Identity and Background.

 

No material change.

 

 

 

CUSIP No. 82988R203

SCHEDULE 13D

Page 5 of 9

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

No material change.

 

Item 4.

Purpose of Transaction.

 

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

 

On April 28, 2017, the Reporting Persons transmitted a letter to the Corporate Secretary of the Issuer (the “Response Letter”), in response to the Issuer’s request dated April 20, 2017, that in accordance with the Issuer’s Bylaws, the Reporting Persons confirm and verify that certain information in the Nomination Notice (as defined in Amendment No. 2) was and is accurate and true, and does not contain any false and misleading statements or other statements that may violate the Securities Exchange Act of 1934, as amended, or other applicable law, in accordance with Section 2(a)(2) of the Issuer’s Bylaws.

The Response Letter confirmed and verified the information in the Nomination Notice as required by the Issuer’s Bylaws. 

In addition, the Response Letter stated, among other things, the Reporting Persons’ view that the Issuer’s request “reflects a poorly-camouflaged attempt by the current Board to impose yet another impediment to the fundamental and intrinsic right of shareholders to nominate candidates of their choosing to serve on the Board, and far exceeds the Company’s authority under  . . . the Bylaws” and “clearly represents an unreasonable abuse of discretion by the current Board and is inimical to both fundamental principles of corporate democracy and the will of the Company’s shareholders.”

In addition, the Response Letter expressed concern “that the current directors are prolonging the review of the Nomination Notice unnecessarily to entrench themselves and frustrate and disenfranchise the shareholders of the Company”.  As such, the Response Letter urged the Governance and Nominating Committee of the Board “to permit the shareholders of the Company to decide for themselves whom shall serve as stewards of the Company and whom are the most qualified individuals to best represent their interests” by immediately approving and declaring the validity of the Nomination Notice.

The description of the Response Letter above is qualified in its entirety by the full text of the Response Letter incorporated herein as Exhibit 99.3.

 

 

 

CUSIP No. 82988R203

SCHEDULE 13D

Page 6 of 9

 

Item 5.

Interest in Securities of the Issuer.

 

No material change.

 

 

 

 

CUSIP No. 82988R203

SCHEDULE 13D

Page 7 of 9

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

No material change.

 

 

 

 

CUSIP No. 82988R203

SCHEDULE 13D

Page 8 of 9

 

Item 7.

Material to be Filed as Exhibits.

 

	Exhibit 1:	Joint Filing Agreement dated as of March 17, 2017, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
	Exhibit 2:	Nomination Notice dated as of April 7, 2017 (previously filed).
	Exhibit 3:	Response Letter dated as of April 28, 2017, from the Reporting Persons to the Issuer.

 

 

 

CUSIP No. 82988R203

SCHEDULE 13D

Page 9 of 9

  

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 28, 2017

 

	By:	/s/ Stephen D. Baksa
		Name: Stephen D. Baksa

 

	By:	/s/ Thomas Candelaria
		Name: Thomas Candelaria