SEC Form 4 · accession 0001415889-17-001771

AutoWeb, Inc. · AUTO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Matias de Tezanos

Director · 10% Owner

Period of report

Jun 22, 2017

Accepted (ET)

Nov 13, 2017 · 6:59 pm EST

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 Stock^F1,F2,F3,F4	Jun 22, 2017	A	1,178,960	$12.49	A	1,991,738	I	Held By Manatee Ventures, Inc., Auto Holdings, Ltd., People F, Inc. and PF Holdings, Inc.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series B Junior Participating Convertible Stock^{F1,F2,F5,F4,F6}	$12.49	Jun 22, 2017	M	44,286	D	—	—	Common Stock	442,860	I
Warrant (right to buy Series B Preferred Stock)^{F5,F1,F2,F4,F7}	$184.87	Jun 22, 2017	M	39,077	D	—	Oct 1, 2022	Common Stock	390,770	I
Series B Junior Participating Convertible Stock^{F5,F1,F2,F4,F6}	$12.49	Jun 22, 2017	M	7,361	A	—	—	Common Stock	73,610	I
Warrant (right to buy Series B Preferred Stock)^{F5,F1,F2,F4,F7}	$184.87	Jun 22, 2017	M	6,495	D	—	Oct 1, 2022	Common Stock	64,952	I
Warrant (right to buy Common Stock)^F8,F4,F7	$184.87	Jun 22, 2017	A	390,770	A	—	Oct 1, 2022	Common Stock	390,770	I
Warrant (right to buy Common Stock)^F8,F4,F7	$184.87	Jun 22, 2017	A	64,952	A	—	Oct 1, 2022	Common Stock	64,952	I

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 (the "Preferred Stock Warrants") into warrants to acquire shares of Common Stock at the same conversion ratio (the "Common Stock Warrants"). The balance of the information for this footnote appears as Footnote (2).
F2Upon such approval, and without any action by Manatee (defined below), PF Holdings (defined below) and People F (defined below), Manatee, PF Holdings and People F were automatically issued shares of Common Stock and a Common Stock Warrant upon the conversion of the shares of Series B Preferred Stock and Preferred Stock Warrant, respectively that were owned indirectly and directly. Such issuances were exempt transactions under Rules 16b-3 and 16b-6.
F3Pursuant to the Certificate of Designations of the Series B Preferred Stock, the conversion price was $12.49 per share.
F4The securities are held directly by Auto Holdings Ltd., a British Virgin Islands company ("Auto Holdings"), PF Holdings Inc.,. a British Virgin Islands company ("PF Holdings") and People F, Inc., a British Virgin Islands company ("People F"), of which the reporting person is an indirect owner of the securities through Manatee Ventures, a British Virgin Islands business company ("Manatee"). Manatee is wholly owned by Mr. de Tezanos and his wife Maria Isabel Ruiz Estrada. Mr. de Tezanos is the sole director of Manatee and is responsible for the business and affairs of Manatee, including, without limitation, all voting rights with respect to Manatee's ownership in the entities that have a direct or indirect ownership for the Common Stock and Common Stock Warrants of the Issuer. The reporting person is a director and officer in each of Auto Holdings, People F and PF Holdings.
F5This Form 4 also corrects the number of Series B Preferred Stock and Preferred Stock Warrants filed on a Form 4 on May 20, 2016 that was initially stated that the reporting person indirectly owned 33,286 Series B Preferred Stock and 29,370 Preferred Stock Warrants which has now been allocated between the indirect ownership of the reporting person for the Series B Preferred Shares and Preferred Stock Warrants through Manatee, People F and PF Holdings.
F6The Series B Preferred Stock had no expiration date.
F7The 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.
F8On October 1, 2015, a wholly owned subsidiary of the Company merged with AutoWeb ("Merger"). On the effective date of the Merger, the reporting person indirectly received 59,326, shares of the Series B Preferred Stock (valued at $124.94 per Series B Preferred Stock or $12.49 per share of Common Stock) and 52,346 Preferred Stock Warrants (valued at $17.15 per Series B Warrant to purchase a share of Series B Preferred Stock or a $1.72 per Common Stock Warrant to purchase a shares of Common Stock) in exchange for the AutoWeb common stock indirectly owned by the reporting person.