SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

DUNLAP BRET

(Last)

(First)

(Middle)

18872 MACARTHUR BLVD., SUITE 200

(Street)

IRVINE

92612

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2013

3. Issuer Name and Ticker or Trading Symbol
AUTOBYTEL INC [ ABTL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Mobile

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Inducement Stock Option Grant	⁽¹⁾	09/30/2020	Common Stock	29,547	$7.17	D
Inducement Stock Option Grant	⁽²⁾	09/30/2020	Common Stock	29,547	$7.17	D
Inducement Stock Option Grant	⁽³⁾	09/30/2020	Common Stock	29,547	$7.17	D

Explanation of Responses:

1. Grant to Reporting Person of options to buy shares of common stock in transaction exempt under Rule 16b-3. Options have two vesting criteria: (i) level of achievement of performance goals based on revenue and gross profit of the Company's acquired mobile solutions operations for the calendar year 2014; and (ii) subject to the level of achievement of the applicable year's performance goals, time-based vesting, with 1/3 of options vesting on 1st anniversary of the date the performance achievement is determined for the applicable year and 1/36 of options vesting at the end of each successive monthly anniversary thereafter for the following 24 months ending on the 3rd anniversary of the date performance achievement is determined for the applicable year.

2. Grant to Reporting Person of options to buy shares of common stock in transaction exempt under Rule 16b-3. Options have two vesting criteria: (i) level of achievement of performance goals based on revenue and gross profit of the Company's acquired mobile solutions operations for the calendar year 2015; and (ii) subject to the level of achievement of the applicable year's performance goals, time-based vesting, with 1/3 of options vesting on 1st anniversary of the date the performance achievement is determined for the applicable year and 1/36 of options vesting at the end of each successive monthly anniversary thereafter for the following 24 months ending on the 3rd anniversary of the date performance achievement is determined for the applicable year.

3. Grant to Reporting Person of options to buy shares of common stock in transaction exempt under Rule 16b-3. Options have two vesting criteria: (i) level of achievement of performance goals based on revenue and gross profit of the Company's acquired mobile solutions operations for the calendar year 2016; and (ii) subject to the level of achievement of the applicable year's performance goals, time-based vesting, with 1/3 of options vesting on 1st anniversary of the date the performance achievement is determined for the applicable year and 1/36 of options vesting at the end of each successive monthly anniversary thereafter for the following 24 months ending on the 3rd anniversary of the date performance achievement is determined for the applicable year.

Remarks:

	/s/ Glenn E. Fuller, as attorney-in-fact	10/07/2013
	** 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.