SEC Form 4 · accession 0001415889-17-001575
AutoWeb, Inc. · AUTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Ferriolo
Officer — EVP, CHIEF OPERATING OFFICER
Period of report
Jun 22, 2017
Accepted (ET)
Sep 28, 2017 · 8:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001023364
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 22, 2017 | A | 37,990 | $12.49 | A | 188,755 | D |
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 StockF1,F4 | $12.49 | Jun 22, 2017 | M | 3,799 | D | — | — | Common Stock | 37,990 | 0 | D |
| Warrant (right to buy Series B Preferred Stock)F1,F5 | $184.87 | Jun 22, 2017 | M | 3,352 | D | — | Oct 1, 2022 | Common Stock | 33,520 | 0 | D |
| Warrant (right to buy Common Stock)F1,F6,F5 | $18.49 | Jun 22, 2017 | A | 33,520 | A | — | Oct 1, 2022 | Common Stock | 33,520 | 33,520 | D |
Explanation of responses
- F1On June 22, 2017, stockholders of the Company approved the conversion of the Company's Series B Junior Participating Convertible Preferred Stock, $0.001 par value per share ("Series B Preferred Stock"), and the issuance of shares of the Company's Common Stock, $0.001 par value per share ("Common Stock"), upon such conversion at a ratio of 10 shares of Common Stock for each share of Series B Preferred Stock converted. This approval also resulted in the conversion of outstanding Warrants to acquire shares of Series B Preferred Stock into warrants to acquire shares of Common Stock at the same conversion ratio. Upon such approval, and without any action by Mr. Ferriolo, Mr. Ferriolo was automatically issued shares of Common Stock and warrants to purchase shares of Common Stock upon the conversion of his shares of Series B Preferred Stock and warrants to purchase shares of Series B Preferred Stock, respectively. Such issuances were exempt transactions under Rules 16b-3 and 16b-6.
- F2Pursuant to the Certificate of Designations of the Series B Preferred Stock, the conversion price was $12.49 per share.
- F3Includes 8,333 shares of restricted stock that will vest on April 23, 2018 and 100,000 shares of restricted stock with restrictions lapsing as follows: (i) restriction on 50,000 shares shall lapse upon the weighted average closing price for Common Stock at $30 per share for 30 consecutive trading days and (ii) restrictions on remaining 50,000 shares shall lapse upon the weighted average closing price for the Common Stock at $45 per share for 30 consecutive trading days.
- F4The Series B Preferred Stock had no expiration date.
- F5The warrants will become exercisable on October 1, 2018, 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.
- F6On October 1, 2015, a wholly owned subsidiary of the Company merged with and into AutoWeb, Inc. ("Merger"). On the effective date of the Merger, Mr. Ferriolo received 3,799 shares of Series B Preferred Stock (valued at $124.94 per Series B Preferred Stock share or $12.49 per Common Stock share) and 3,352 warrants to purchase Series B Preferred Stock (valued at $17.15 per warrant to purchase a share of Series B Preferred Stock or $1.72 per warrant to purchase a share of Common Stock) in exchange for the AutoWeb, Inc. common stock owned by Mr. Ferriolo.