SEC Form 4 · accession 0001209191-15-074133
AutoWeb, Inc. · AUTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Ferriolo
Officer — EVP Consumer Acquisitions
Period of report
Oct 1, 2015
Accepted (ET)
Oct 5, 2015 · 6:26 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 Junior Participating Convertible Preferred StockF2,F1 | — | Oct 1, 2015 | J | 3,799 | A | — | — | Common Stock | 37,990 | 3,799 | D |
| Warrant (right to buy Series B Preferred Stock)F2,F3,F4 | — | Oct 1, 2015 | J | 3,352 | A | — | Oct 1, 2022 | Common Stock | 33,520 | 3,352 | D |
Explanation of responses
- F1The Series B Junior Participating Convertible Preferred Stock is convertible into Common Stock at any time (subject to restrictions as stated in the Certificate of Designations) with a conversion ratio of 1 share of Series B into 10 shares of common stock(subject to adjustment as stated in the Certificate of Designations), and has no expiration date.
- F2Received in exchange for 1,200 shares of AutoWeb, Inc. common stock in connection with the merger of a wholly-owned subsidiary of the issuer into AutoWeb, Inc. (the "Merger"). On the effective date of the Merger, the AutoWeb, Inc. common stock owned by the reporting person was valued in the Merger at an aggregate value of $532,133.86, with $474,647.06 allocated to the Series B Junior Participating Convertible Preferred Stock ($124.94 per Series B share) and $57,486.80 allocated to the Warrants to Purchase Series B Junior Participating Convertible Preferred Stock ($17.15 per warrant to purchase).
- F3Each Warrant is a warrant to purchase one share of Series B Junior Participating Convertible Preferred Stock at a purchase price of $184.87 for each share of Autobytel Series B Junior Participating Convertible Preferred Stock, which Series B Junior Participating Convertible Preferred Stock would in turn be convertible into Autobytel Inc. common stock with a conversion ratio of 1 share of Series B into 10 shares of common stock at a price per share of such common stock of $18.49.
- F4The warrants will become exercisable on 10/01/18, subject to the satisfaction of the following additional vesting conditions: (i) with respect to the first 1/3 of the warrant shares, if at any time after the issuance date of the warrants and prior to the expiration date of the warrants the weighted average closing price of the common stock on The Nasdaq Capital Market for the preceding 30 trading days (adjusted for any stock splits, stock dividends, reverse stock splits or combinations of the common stock occurring after the issuance date) ("Weighted Average Closing Price") is at or above $30.00; (ii) with respect to the second 1/3 of the warrant shares, if at any time after the issuance date and prior to the expiration date the Weighted Average Closing Price is at or above $37.50; and (iii) with respect to the last 1/3 of the warrant shares, if at any time after the issuance date and prior to the expiration date the Weighted Average Closing Price is at or above $45.