4//SEC Filing
Ceiba International Corp 4
Accession 0001683168-18-001094
CIK 0001023364other
Filed
Apr 25, 8:00 PM ET
Accepted
Apr 26, 4:44 PM ET
Size
15.3 KB
Accession
0001683168-18-001094
Insider Transaction Report
Form 4
AutoWeb, Inc.AUTO
Ceiba International Corp
10% Owner
Transactions
- Award
Common Stock
2017-06-22$12.49/sh+258,410$3,227,541→ 1,733,678 total - Award
Warrant (Right to buy Common Stock)
2017-06-22$1.72/sh+227,970$392,108→ 0 totalExercise: $184.87Exp: 2022-10-01→ Common Stock (227,970 underlying) - Exercise/Conversion
Series B Junior Participating Convertible Stock
2017-06-22−25,841→ 0 totalExercise: $12.49→ Common Stock (258,410 underlying) - Exercise/Conversion
Warrant (Right to buy Series B Preferred Stock)
2017-06-22−22,797→ 0 totalExercise: $184.87Exp: 2022-10-01→ Common Stock (227,970 underlying)
Footnotes (7)
- [F1]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).
- [F2]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.
- [F3]Pursuant to the Certificate of Designations of the Series B Preferred Stock, the conversion price was $12.49 per share.
- [F4]Includes 1,475,268 shares of Common Stock owned by Auto Holdings.
- [F5]The Series B Preferred Stock had no expiration date.
- [F6]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.
- [F7]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.
Documents
Issuer
AutoWeb, Inc.
CIK 0001023364
Entity typeother
IncorporatedPanama
Related Parties
1- filerCIK 0001641201
Filing Metadata
- Form type
- 4
- Filed
- Apr 25, 8:00 PM ET
- Accepted
- Apr 26, 4:44 PM ET
- Size
- 15.3 KB