SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ingle Daniel R.

(Last) (First) (Middle)
AUTOWEB, INC.
400 NORTH ASHLEY DRIVE, SUITE 300

(Street)
TAMPA FL 33602

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AutoWeb, Inc. [ AUTO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, CHIEF OPERATING OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/31/2022 J(1) 172,164 D $0.39 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $3.53 08/31/2022 J 165,000 (2) (2) Common Stock 165,000 $0 0 D
Employee Stock Option (Right to Buy) $3.39 08/31/2022 J 82,500 (2) (2) Common Stock 82,500 $0 0 D
Employee Stock Option (Right to Buy) $3.17 08/31/2022 J 100,000 (2) (2) Common Stock 100,000 $0 0 D
Employee Stock Option (Right to Buy) $2.57 08/31/2022 J 100,000 (2) (2) Common Stock 100,000 $0 0 D
Employee Stock Option (Right to Buy) $2 08/31/2022 J 100,000 (2) (2) Common Stock 100,000 $0 0 D
Explanation of Responses:
1. The Reporting Person tendered all of the Reporting Person's shares of Common Stock for, or at the effective time of the Merger Agreement (as defined below) the Reporting Person's shares of Common Stock were converted into the right to receive, a purchase price of $0.39 per share in cash from Unity AC 2, Inc. ("Purchaser"), a wholly-owned subsidiary of Unity AC 1, LLC ("Parent"), pursuant to the terms of that certain Agreement and Plan of Merger, dated July 24, 2022, by and among the Issuer, Purchaser and Parent (the "Merger Agreement").
2. Pursuant to the Merger Agreement, the Reporting Person's stock options were terminated and cancelled for no consideration as of the effective time of the Merger Agreement.
/s/ Glenn E. Fuller, Attorney-in-Fact 09/02/2022
** 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 4 (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).
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