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^*

Bentley Ian

(Last)

(First)

(Middle)

14613 CANOPY DRIVE

(Street)

TAMPA

33626

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2013

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

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

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

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)
Warrant (Right to Purchase)	09/16/2013	09/16/2019	Common Stock	400,000	$4.65	I	Derivative Securities⁽¹⁾
Convertible Subordinated Promissory Note	09/30/2013	09/30/2015	Common Stock	1,075,268	$4.65	I	Derivative Securities⁽¹⁾
Employee Stock Option (Right to Buy)	⁽²⁾	09/17/2018	Common Stock	50,000	$4.2	D
Employee Stock Option (Right to Buy)	⁽³⁾	01/20/2019	Common Stock	3,686	$4.8	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	12/07/2019	Common Stock	1,000	$3.8	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	01/10/2020	Common Stock	8,835	$3.9	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	01/24/2021	Common Stock	4,922	$4	D

Explanation of Responses:

1. Derivative securities held jointly by two corporate entities in which Reporting Person is an officer, director and indirect 50% shareholder (through a revocable trust). Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. Grant to Reportng Person of options to buy shares of common stock in transaction exempt under Rule 16b-3, 47,224 shares of which are currently exercisable, with the remaining shares vesting in the amount of 1,388 shares on the 17th of each month for the next 2 months, commencing on August 17, 2013.

3. Grant to Reporting Person of options to buy shares of common stock in transaction exempt under Rule 16b-3, 3,076 shares of which are currently exercisable, with the remaining shares vesting in the amount of 102 shares on the 20th of each month for the next 6 months, commencing on August 20, 2013.

4. Grant to Reporting Person of options to buy shares of common stock in transaction exempt under Rule 16b-3, 562 shares of which are currently exercisable, with the remaining shares vesting in the amount of 27 shares on the 7th of each month for the next 16 months, commencing on September 7, 2013.

5. Grant to Reporting Person of options to buy shares of common stock in transaction exempt under Rule 16b-3, 4,670 shares of which are currently exercisable, with the remaining shares vesting in the amount of 245 shares on the 10th of each month for the next 17 months, commencing on September 10, 2013.

6. Grant to Reporting Person of options to buy shares of common stock in transaction exempt under Rule 16b-3, 1/3 of which will vest and become exercisable on January 24, 2013, and 1/36 of which will vest and become exercisable on each successive monthly anniversay thereafter for the following 24 months. In addition to the foregoing time vesting requirements, in January 2014, the issuer will determine how many of the shares granted will be eligible for vesting based on the performance of the issuer in the 2013 year, and the total number of shares subject to the option may be reduced accordingly, with the remaining shares to be cancelled.

	/s/ Diana L. Hayes, attorney-in-fact	08/12/2013
	** 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.