0001683168-18-001094.txt : 20180426 0001683168-18-001094.hdr.sgml : 20180426 20180426164421 ACCESSION NUMBER: 0001683168-18-001094 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170622 FILED AS OF DATE: 20180426 DATE AS OF CHANGE: 20180426 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ceiba International Corp CENTRAL INDEX KEY: 0001641201 STATE OF INCORPORATION: R1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34761 FILM NUMBER: 18779251 BUSINESS ADDRESS: STREET 1: 13 CALLE 2-60, ZONA 10, STREET 2: EDIFICIO TOPACIO, AZUL, OF 1301 CITY: GUATEMALA CITY STATE: J8 ZIP: 01010 BUSINESS PHONE: 206-725-3825 MAIL ADDRESS: STREET 1: 13 CALLE 2-60, ZONA 10, STREET 2: EDIFICIO TOPACIO, AZUL, OF 1301 CITY: GUATEMALA CITY STATE: J8 ZIP: 01010 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 ceiba_f4.xml OWNERSHIP DOCUMENT X0306 4 2017-06-22 0 0001023364 AutoWeb, Inc. AUTO 0001641201 Ceiba International Corp 13 CALLE 2-60, ZONA 10, EDIFICIO TOPACIO, AZUL, OF 1301 GUATEMALA CITY J8 01010 GUATEMALA 0 0 1 0 Common Stock 2017-06-22 4 A 0 258410 12.49 A 1733678 D Series B Junior Participating Convertible Stock 12.49 2017-06-22 4 M 0 25841 0 D Common Stock 258410 0 D Warrant (Right to buy Series B Preferred Stock) 184.87 2017-06-22 4 M 0 22797 0 D 2022-10-01 Common Stock 227970 0 D Warrant (Right to buy Common Stock) 184.87 2017-06-22 4 A 0 227970 1.72 A 2022-10-01 Common Stock 227970 0 D 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 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. Pursuant to the Certificate of Designations of the Series B Preferred Stock, the conversion price was $12.49 per share. Includes 1,475,268 shares of Common Stock owned by Auto 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, 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. /s/ Richard Aitkenhead Castillo, Director 2018-04-26