SEC Form 4 · accession 0001683168-18-001094

AutoWeb, Inc. · AUTO

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

Reporting owner

Ceiba International Corp

10% Owner

Period of report

Jun 22, 2017

Accepted (ET)

Apr 26, 2018 · 4:44 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 Stock^F1,F2,F3,F4	Jun 22, 2017	A	258,410	$12.49	A	1,733,678	D

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	$12.49	Jun 22, 2017	M	25,841	D	—	—	Common Stock	258,410	D
Warrant (Right to buy Series B Preferred Stock)^F6,F1,F2	$184.87	Jun 22, 2017	M	22,797	D	—	Oct 1, 2022	Common Stock	227,970	D
Warrant (Right to buy Common Stock)^F6,F7	$184.87	Jun 22, 2017	A	227,970	A	—	Oct 1, 2022	Common Stock	227,970	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 (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 Ceiba International Corp., Ceiba International Corp. was 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, 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 1,475,268 shares of Common Stock owned by Auto Holdings.
F5The Series B Preferred Stock had no expiration date.
F6The 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.
F7On October 1, 2015, a wholly owned subsidiary of the Company merged with AutoWeb ("Merger"). On the effective date of the Merger, Ceiba International Corp., directly received 25,841shares of Series B Preferred Stock (valued at $124.94 per Series B Preferred Stock or $12.49 per share of Common Stock) and 22,797 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 share of Common Stock) in exchange for the AutoWeb Common Stock owned by the reporting person.