SEC Form 4 · accession 0001019687-16-006415
AutoWeb, Inc. · AUTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
PF Auto, Inc.
10% Owner
Period of report
May 19, 2016
Accepted (ET)
May 20, 2016 · 9:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001023364
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred Stock - convertible/non-votingF1,F2,F4 | $0.00 | May 19, 2016 | S | 16,168 | D | Oct 1, 2018 | — | Common Stock | 161,680 | 116,813 | D |
| WarrantF1,F2 | $184.47 | May 19, 2016 | S | 14,262 | D | Oct 1, 2018 | Oct 1, 2022 | Series B Preferred Stock | 14,262 | 103,074 | D |
| Series B Preferred Stock - convertible/non-votingF2,F4 | $0.00 | May 20, 2016 | J | 116,813 | D | Oct 1, 2018 | — | Common Stock | 1,168,130 | 0 | D |
| WarrantF2 | $184.47 | May 20, 2016 | J | 103,074 | D | Oct 1, 2018 | Oct 1, 2022 | Series B Preferred Stock | 103,074 | 0 | D |
Explanation of responses
- F1Sale of shares of Series B Junior Participating Convertible Preferred Stock, $0.001 par value per share, of Issuer ("Series B Preferred Stock") and Warrants to acquire Series B Preferred Stock (collectively, the "Sold Securities") by the Reporting Person in a private, non-market transaction to former co-stockholder in AutoWeb, Inc., which was acquired by the Issuer in October 2015. Each such share of Series B Preferred Stock is non-voting and convertible, subject to certain limitations, into ten (10) shares of Common Stock. All shares of Series B Preferred Stock will be automatically converted if the stockholder approval required by Section 5635 of the Nasdaq listing rules is obtained from the Issuer's stockholders. The Sold Securities are also subject to various restrictions, including restrictions on transfer and rights of first refusal, pursuant to a stockholder agreement.
- F2Earliest date of conversion with shareholder approval but also subject to various terms/conditions which allow for earlier conversion.
- F3Distribution for no consideration by the Reporting Person of 116,813 shares of Series B Preferred Stock and 103,074 Warrants to acquire Series B Preferred Stock (collectively, the "Distributed Securities") to the shareholders of the Reporting Person in proportion to, and representing, such shareholders' respective pro-rata interests in the Reporting Person. This distribution was made in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended, to each applicable shareholder of the Reporting Person.
- F4No expiration date.