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