SEC Form 4 · accession 0001415889-17-001772
AutoWeb, Inc. · AUTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jose J. Vargas
Officer — CHIEF REVENUE OFFICER · Director · 10% Owner
Period of report
Jun 22, 2017
Accepted (ET)
Nov 13, 2017 · 7:03 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 StockF1,F2,F3,F4,F5 | Jun 22, 2017 | A | 294,520 | $12.49 | A | 1,777,541 | I | Held By Galeb3, 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 | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Junior Participating Convertible StockF6,F1,F2,F5,F7 | $12.49 | Jun 22, 2017 | M | 22,091 | D | — | — | Common Stock | 220,910 | 0 | I |
| Warrant (right to buy Series B Preferred Stock)F6,F8,F1,F2,F5 | $184.87 | Jun 22, 2017 | M | 19,493 | D | — | Oct 1, 2022 | Common Stock | 194,930 | 0 | I |
| Series B Junior Participating Convertible StockF6,F1,F2,F5,F7 | $12.49 | Jun 22, 2017 | M | 7,361 | D | — | — | Common Stock | 73,610 | 0 | I |
| Warrant (right to buy Series B Preferred Stock)F6,F8,F1,F2,F5 | $184.87 | Jun 22, 2017 | M | 6,495 | D | — | Oct 1, 2020 | Common Stock | 64,952 | 0 | I |
| Warrant (right to buy Common Stock)F8,F9,F3 | $184.87 | Jun 22, 2017 | A | 194,930 | A | — | Oct 1, 2020 | Common Stock | 194,930 | 0 | I |
| Warrant (right to buy Common Stock)F8,F9,F3 | $184.87 | Jun 22, 2017 | A | 64,952 | A | — | Oct 1, 2020 | Common Stock | 64,952 | 0 | 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 Galeb3 (defined below), PF Holdings (defined below) and People F (defined below) were automatically issued shares of Common Stock and Common Stock Warrants upon the conversion of the shares of Series B Preferred Stock and Preferred Stock Warrants to purchase shares of Series B Preferred Stock, 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.
- F4Includes 7,753 shares of Common Stock owned directly by Mr. Vargas, 1,475,268 shares of Common Stock owned by Auto Holdings, 220,910 shares of Common Stock owned by Galeb3 and 73,610 shares of Common Stock owned by PF Auto and People F.
- F5The 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 Galeb3, Inc., a Florida corporation ("Galeb3"). Galeb3 is wholly-owned by the reporting person and owns the equity in Auto Holdings. The reporting person is a director and officer in each of Auto Holdings, People F, Inc. and PF Holdings, Inc.
- F6This 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 direct and indirect ownership of the reporting person for the Series B Preferred Shares and Preferred Stock Warrants through Galeb3, People F and PF Holdings.
- F7The Series B Preferred Stock had no expiration date.
- F8The 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.
- F9On 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 34,059 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 30,052 of the Preferred Stock Warrants (valued at $17.15 per Preferred Stock 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 owned directly and indirectly by the reporting person.