FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Petrow Chester
  2. Issuer Name and Ticker or Trading Symbol
SITO MOBILE, LTD. [SITO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O SITO MOBILE, LTD., 100 TOWN SQUARE PLACE, SUITE 204
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2017
(Street)

JERSEY CITY, NJ 07301
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/24/2017   A   255,468 A (1) (2) 286,968 D  
Common Stock 08/17/2017   P   27,592 A $ 3.46 (3) 314,560 D  
Common Stock 08/24/2017   P   41,208 A $ 4.32 (4) 355,768 D  
Common Stock               3,250 I By Family Member (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 6.01 07/24/2017   A   100,000     (6) 07/24/2027 Common Stock 100,000 $ 0 100,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Petrow Chester
C/O SITO MOBILE, LTD.
100 TOWN SQUARE PLACE, SUITE 204
JERSEY CITY, NJ 07301
  X      

Signatures

 Mark Del Priore, Attorney-in-Fact   08/25/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each 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.
(2) Such 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.
(3) The 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.
(4) The 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
(5) Shares 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.
(6) The 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.

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