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*
COGHILL CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
1 N WACKER DR
STE 4350

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AUTOBYTEL INC [ ABTL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 05/10/2010 S(3) 100,000 D $1.02 7,718,410 I Indirectly by Coghill Capital Management, LLC and Clint D. Coghill(1)(2)
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
Equity Swap(4) $0.54 05/10/2010 S/K(3) 897,793 04/30/2009 05/04/2012 ABTL Common Stock 897,793(4) $1.04 2,739,672(4) I Indirectly by Coghill Capital Management, LLC and Clint D. Coghill(1)(2)
1. Name and Address of Reporting Person*
COGHILL CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
1 N WACKER DR
STE 4350

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
COGHILL CLINT D

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Reporting Person disclaims beneficial ownership of the securities to the extent of its pecuniary interest therein.
2. Principal of investment manager or investment manager to the investment management entity in whose account the reported securities are held.
3. The reported transaction relates to the sale of the subject securities by CCM SPV II, LLC, a private investment vehicle managed by Coghill Capital Management, L.L.C., and which received the subject securities in connection with certain in-kind redemptions by investors from CCM Master Qualified Fund, Ltd. CCM SPV II, LLC is not (and never has been) itself a "10% owner" subject to Section 16. Further, Coghill Capital Management, L.L.C. and Clint D. Coghill have no pecuniary interest in CCM SPV II, LLC or the subject securities.
4. Under the terms of these total return equity swap agreements (the "Swaps") (i) CCM Master Qualified Fund, Ltd or CCM SPV II, LLC, as the case may be, will be obligated to pay to the counterparty any capital depreciation of the reference shares as of maturity, plus interest, and (ii) the counterparty will be obligated to pay to the CCM Master Qualified Fund, Ltd or CCM SPV II, LLC, as the case may be, any capital appreciation of the reference shares as of maturity. Any dividends received by the counterparty on the reference shares during the term of the Swaps will be paid to CCM Master Qualified Fund, Ltd or CCM SPV II, LLC, as the case may be. All balances will be cash settled at maturity and there will be no transfer of voting or dispositive power over the reference shares.
Coghill Capital Management, LLC 05/12/2010
Clint D. Coghill 05/12/2010
** 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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