0001415889-17-001772.txt : 20171113 0001415889-17-001772.hdr.sgml : 20171110 20171113190307 ACCESSION NUMBER: 0001415889-17-001772 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170622 FILED AS OF DATE: 20171113 DATE AS OF CHANGE: 20171113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vargas Jose J. CENTRAL INDEX KEY: 0001641128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34761 FILM NUMBER: 171197800 MAIL ADDRESS: STREET 1: 3250 NE 1ST AVENUE, STE 915 CITY: MIAMI STATE: FL ZIP: 33137 FORMER NAME: FORMER CONFORMED NAME: Vargas Jose Sr DATE OF NAME CHANGE: 20150501 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AutoWeb, Inc. CENTRAL INDEX KEY: 0001023364 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330711569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 18872 MACARTHUR BLVD STREET 2: SUITE 200 CITY: IRVINE STATE: CA ZIP: 92612-1400 BUSINESS PHONE: 9492254500 MAIL ADDRESS: STREET 1: 18872 MACARTHUR BLVD STREET 2: SUITE 200 CITY: IRVINE STATE: CA ZIP: 92612-1400 FORMER COMPANY: FORMER CONFORMED NAME: AUTOBYTEL INC DATE OF NAME CHANGE: 20100628 FORMER COMPANY: FORMER CONFORMED NAME: AUTOBYTEL INC DATE OF NAME CHANGE: 20010905 FORMER COMPANY: FORMER CONFORMED NAME: AUTOBYTEL COM INC DATE OF NAME CHANGE: 19981230 4 1 form4-11132017_041156.xml X0306 4 2017-06-22 0001023364 AutoWeb, Inc. AUTO 0001641128 Vargas Jose J. 3401 NORTH MIAMI AVE., SUITE 205 MIAMI FL 33127 true true true false CHIEF REVENUE OFFICER Common Stock 2017-06-22 4 A 0 294520 12.49 A 1777541 I Held By Galeb3, Inc., Auto Holdings, Ltd., People F, Inc. and PF Holdings, Inc. Series B Junior Participating Convertible Stock 12.49 2017-06-22 4 M 0 22091 0 D Common Stock 220910 0 I Held by Galeb3, Inc. Warrant (right to buy Series B Preferred Stock) 184.87 2017-06-22 4 M 0 19493 0 D 2022-10-01 Common Stock 194930 0 I Held by Galeb3, Inc. Series B Junior Participating Convertible Stock 12.49 2017-06-22 4 M 0 7361 0 D Common Stock 73610 0 I Held By People F, Inc. and PF Holdings, Inc. Warrant (right to buy Series B Preferred Stock) 184.87 2017-06-22 4 M 0 6495 0 D 2020-10-01 Common Stock 64952 0 I Held By People F, Inc. and PF Holdings, Inc. Warrant (right to buy Common Stock) 184.87 2017-06-22 4 A 0 194930 1.72 A 2020-10-01 Common Stock 194930 0 I Held by Galeb3, Inc. Warrant (right to buy Common Stock) 184.87 2017-06-22 4 A 0 64952 1.72 A 2020-10-01 Common Stock 64952 0 I Held By People F, Inc. and PF Holdings, Inc. On 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). Upon 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. Pursuant to the Certificate of Designations of the Series B Preferred Stock, the conversion price was $12.49 per share. Includes 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. The 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. This 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. The Series B Preferred Stock had no expiration date. The 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. On 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. /s/ Jose J. Vargas 2017-11-13 /s/ Galeb3 Inc. by /s/ Jose J. Vargas, Manager 2017-11-13