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^*

PF Auto, Inc.

(Last)

(First)

(Middle)

DIAGONAL 6, 12-42 ZONA 10,

EDIF. DESIGN CENTER, TORRE II, OF. 1103

(Street)

GUATEMALA CITY, GUATEMALA

01010

(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)
05/19/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock - convertible/non-voting	$0	05/19/2016⁽¹⁾		S			16,168	10/01/2018⁽²⁾	⁽⁴⁾	Common Stock	161,680	$101.4	116,813	D
Warrant	$184.47	05/19/2016⁽¹⁾		S			14,262	10/01/2018⁽²⁾	10/01/2022	Series B Preferred Stock	14,262	$15.78	103,074	D
Series B Preferred Stock - convertible/non-voting	$0	05/20/2016		J⁽³⁾			116,813	10/01/2018⁽²⁾	⁽⁴⁾	Common Stock	1,168,130	$124.9	0	D
Warrant	$184.47	05/20/2016		J⁽³⁾			103,074	10/01/2018⁽²⁾	10/01/2022	Series B Preferred Stock	103,074	$17.15	0	D

Explanation of Responses:

1. Sale of shares of Series B Junior Participating Convertible Preferred Stock, $0.001 par value per share, of Issuer ("Series B Preferred Stock") and Warrants to acquire Series B Preferred Stock (collectively, the "Sold Securities") by the Reporting Person in a private, non-market transaction to former co-stockholder in AutoWeb, Inc., which was acquired by the Issuer in October 2015. Each such share of Series B Preferred Stock is non-voting and convertible, subject to certain limitations, into ten (10) shares of Common Stock. All shares of Series B Preferred Stock will be automatically converted if the stockholder approval required by Section 5635 of the Nasdaq listing rules is obtained from the Issuer's stockholders. The Sold Securities are also subject to various restrictions, including restrictions on transfer and rights of first refusal, pursuant to a stockholder agreement.

2. Earliest date of conversion with shareholder approval but also subject to various terms/conditions which allow for earlier conversion.

3. Distribution for no consideration by the Reporting Person of 116,813 shares of Series B Preferred Stock and 103,074 Warrants to acquire Series B Preferred Stock (collectively, the "Distributed Securities") to the shareholders of the Reporting Person in proportion to, and representing, such shareholders' respective pro-rata interests in the Reporting Person. This distribution was made in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended, to each applicable shareholder of the Reporting Person.

4. No expiration date.

	PF Auto, Inc. by /s/ Matias de Tezanos, Chief Executive Officer	05/20/2016
	** 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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