Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Hamer Carlton

(Last) (First) (Middle)
STE. 300

TAMPA FL 33602

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
AutoWeb, Inc. [ AUTO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (1) 01/10/2029 Common Stock 120,000 3.32 D
Explanation of Responses:
1. Grant on January 10, 2022 to reporting person of inducement options to buy shares of common stock in transaction exempt under Rule 16b-3. These options will become vested and exercisable as follows: (i) 33 1/3% (adjusted to avoid the vesting of fractional options) shall vest and become exercisable on January 10, 2023, and (ii) 1/36 (adjusted monthly to avoid the vesting of fractional options in any month) shall vest and become exercisable on each successive monthly anniversary thereafter for the following 24 months ending January 10, 2025.
/s/ Glenn E. Fuller, Attorney-in-Fact 01/20/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned (Grantor) hereby constitutes and appoints Glenn E. Fuller and  David Michael Beck, and each of them individually, as Grantors true and lawful attorney-in-fact and agent, for Grantor and in Grantors name, place and stead, in any and all capacities, with full power to act alone, to (1) execute Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; and (2) do and perform all necessary or desirable acts to complete and execute any of those Forms 3, 4 or 5 or any amendments, including the execution for and on behalf of the undersigned, the Form ID Application required to be filed with the Securities and Exchange Commission (SEC)  in order to obtain SEC Edgar filing codes, and timely file the aforementioned Forms with the SEC and any stock exchange or similar authority, hereby granting unto said attorney-in-fact and agent, full power and authority to do and perform any and all acts and things requisite and necessary to be done in connection therewith, as fully to all intents and purposes as Grantor might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.

This Limited Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (Prior Powers of Attorney), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

This limited power of attorney shall remain in full force and effect until Grantor is no longer required to file any of Forms 3, 4 or 5 with respect to Grantors holdings of, and transactions in, securities of AutoWeb, Inc., unless earlier revoked by Grantor in a signed writing delivered to Glenn E. Fuller, David Michael Beck, or any substitute therefor, if any. This limited power of attorney may be filed with the SEC as a confirming statement of the authority granted herein.

Date: 1/10/2022


/s/ Carlton Hamer

Carlton Hamer