0001072613-16-000603.txt : 20160212 0001072613-16-000603.hdr.sgml : 20160212 20160212120606 ACCESSION NUMBER: 0001072613-16-000603 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SITO MOBILE, LTD. CENTRAL INDEX KEY: 0001157817 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 134122844 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85736 FILM NUMBER: 161416655 BUSINESS ADDRESS: STREET 1: 100 TOWN SQUARE PLACE STREET 2: SUITE 204 CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 201-275-0555 MAIL ADDRESS: STREET 1: 100 TOWN SQUARE PLACE STREET 2: SUITE 204 CITY: JERSEY CITY STATE: NJ ZIP: 07310 FORMER COMPANY: FORMER CONFORMED NAME: SINGLE TOUCH SYSTEMS INC DATE OF NAME CHANGE: 20080806 FORMER COMPANY: FORMER CONFORMED NAME: HOSTING SITE NETWORK INC DATE OF NAME CHANGE: 20010821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASHFORD CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000897070 IRS NUMBER: 510243208 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 WALKER'S MILL ROAD CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3026551750 MAIL ADDRESS: STREET 1: 1 WALKER'S MILL ROAD CITY: WILMINGTON STATE: DE ZIP: 19807 SC 13G/A 1 sito13g_17905.htm SITO MOBILE, LTD. - AMEND. #2 sito13g_17905.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

 
SITO Mobile, Ltd.
(Name of Issuer)


  Common Stock, $0.001 Par Value Per Share  
(Title of Class of Securities)

 
          82988R104          
(CUSIP Number)
 
 
                        December 31, 2015                       
(Date of Event Which Requires Filing of this Statement)


 

 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x          Rule 13d-1(b)
 
o           Rule 13d-1(c)
 
o           Rule 13d-1(d)

 
*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 the disclosures provided in a prior cover page.
 
The information required in 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 ("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. 82988R104
Schedule 13G/A
Page 2 of 5 Pages
 
1
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
 
Ashford Capital Management, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
5
SOLE VOTING POWER
 
1,406,963 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
0 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
 1,406,963 shares
WITH
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 1,406,963 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
8.2%
12
TYPE OF REPORTING PERSON*
 
IA
 
 
 
 
    CUSIP No. 82988R104
Schedule 13G/A
Page 3 of 5 Pages
 
 
 
Item 1.
 
 
(a)
Name of Issuer:
 
 
SITO Mobile, Ltd.

(b)          Address of Issuer’s Principal Executive Offices:
 
100 Town Square Place, Suite 204, Jersey City, NJ 07310

 
Item 2.
 
 
(a) 
Name of Person Filing:
 
Ashford Capital Management, Inc.
 
 
(b) 
Address of Principal Business Office or, if none, Residence:
 
One Walker’s Mill Road, Wilmington, DE  19807
 
 
(c)
Citizenship:    A Delaware Corporation
 
 
(d)
Title of Class of Securities:              Common Stock, $0.001 Par Value Per Share
 
 
(e) 
CUSIP Number:                                  82988R104
 
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
o
 Broker or dealer registered under section 15 of the Act
 
(b)
o
 Bank as defined in section 3(a)(6) of the Act
 
(c)
o
 Insurance company as defined in section 3(a)(19) of the Act
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940
 
(e)
x
An investment adviser in accordance with §240.13d-1(b)(1(ii)(E)
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)
 
(g)
o
A parent holding company or control person  in accordance with §240.13d-1(b)(1)(ii)(G)
 
(h)
o
A savings association as defined in section 3(b) of the Federal Deposit Insurance Act
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
 
(j)
o
Group, in accordance with §240.13d-1(b)-1(ii)(J)
 
 
Item 4.                    Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount Beneficially Owned:
1,406,963 shares
 
(b)           Percent of Class:                                              8.2%
 
 
The foregoing percentage is calculated based on 17,155,748 shares of Common Stock reported to be outstanding as of November 23, 2015 in the Issuer’s September 30, 2015 Annual Report filed on Form 10-K.
 
 
 
 
    CUSIP No. 82988R104
Schedule 13G/A
Page 4 of 5 Pages
 
 

(c)         Number of shares as to which such person has:
 
(i)  Sole power to vote or to direct the vote:                                       1,406,963 shares
 
(ii)  Shared power to vote or to direct the vote:                                  0 shares
 
(iii)  Sole power to dispose or to direct the disposition of:              1,406,963 shares
 
(iv)  Shared power to dispose or to direct the disposition of:          0 shares
 

Item 5.                    Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.    N/A

 
Item 6.                    Ownership of More than Five Percent on Behalf of Another Person

The shares reported by the Reporting Person, a registered investment advisor, are held in separate individual client accounts, three separate limited partnerships, and one commingled fund.
 

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

 
Item 8.                    Identification and Classification of Members of the Group

N/A

 
Item 9.                    Notice of Dissolution of Group

N/A

 
Item 10.                  Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
    CUSIP No. 82988R104
Schedule 13G/A
Page 5 of 5 Pages
 
 

SIGNATURE

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

Date:          February 12, 2016
 
 
 

 
ASHFORD CAPITAL MANAGEMENT, INC.


By:          /s/ Anthony Petrucci                                     
   Anthony M. Petrucci
                Chief Financial Officer and Chief Compliance Officer