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^*

Smith Ralph Randall

(Last)

(First)

(Middle)

18872 MACARTHUR BLVD.

SUITE 200

(Street)

IRVINE

92612

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2018

3. Issuer Name and Ticker or Trading Symbol
AutoWeb, Inc. [ AUTO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Digital Marketing

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)
Common Stock	20,000⁽¹⁾	D

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)
Employee Stock Option (Right to Acquire)	⁽²⁾	04/15/2018	Common Stock	10,000	$6.75	D
Employee Stock Option (Right to Acquire)	⁽³⁾	12/07/2018	Common Stock	400	$3.8	D
Employee Stock Option (Right to Acquire)	⁽⁴⁾	01/10/2019	Common Stock	2,000	$3.9	D
Employee Stock Option (Right to Acquire)	⁽⁵⁾	01/24/2020	Common Stock	5,000	$4	D
Employee Stock Option (Right to Acquire)	⁽⁶⁾	07/01/2020	Common Stock	5,000	$4.72	D
Employee Stock Option (Right to Acquire)	⁽⁷⁾	01/21/2021	Common Stock	8,000	$17.64	D
Employee Stock Option (Right to Acquire)	⁽⁸⁾	03/17/2021	Common Stock	6,000	$14.32	D
Employee Stock Option (Right to Acquire)	⁽⁹⁾	09/16/2021	Common Stock	5,000	$8.53	D
Employee Stock Option (Right to Acquire)	⁽¹⁰⁾	01/23/2022	Common Stock	25,000	$10.2	D
Employee Stock Option (Right to Acquire)	⁽¹¹⁾	05/18/2022	Common Stock	4,000	$13.22	D
Employee Stock Option (Right to Acquire)	⁽¹²⁾	01/21/2023	Common Stock	15,000	$17.09	D
Employee Stock Option (Right to Acquire)	⁽¹³⁾	07/15/2023	Common Stock	22,000	$14.41	D
Employee Stock Option (Right to Acquire)	⁽¹⁴⁾	01/26/2024	Common Stock	20,000	$13.81	D

Explanation of Responses:

1. Includes 10,000 shares of restricted stock that vest one third on September 27, 2018, September 27, 2019, and September 27, 2020.

2. Grant on April 15, 2011 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. All these options are fully vested and exercisable.

3. Grant on December 7, 2011 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. All these options are fully vested and exercisable.

4. Grant on January 10, 2012 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. All these options are fully vested and exercisable.

5. Grant on January 24, 2013 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. All these options are fully vested and exercisable.

6. Grant on July 1, 2013 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. All these options are fully vested and exercisable.

7. Grant on January 21, 2014 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. All these options are fully vested and exercisable.

8. Grant on March 17, 2014 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. All these options are fully vested and exercisable.

9. Grant on September 16, 2014 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. All these options are fully vested and exercisable.

10. Grant on January 23, 2015 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. All these options are fully vested and exercisable.

11. Grant on May 18, 2015 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. 331/3% vested and became exercisable on the first anniversary of the grant date, and 1/36 vest and become exercisable thereafter each successive month ending on the 3rd anniversary of grant date.

12. Grant on January 21, 2016 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. 331/3% vested and became exercisable on the first anniversary of the grant date, and 1/36 vest and become exercisable thereafter each successive month ending on the 3rd anniversary of grant date.

13. Grant on July 15, 2016 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. 331/3% vested and became exercisable on the first anniversary of the grant date, and 1/36 vest and become exercisable thereafter each successive month ending on the 3rd anniversary of grant date.

14. Grant on January 26, 2017 to reporting person of options to buy shares of Common Stock in transaction exempt under Rule 16b-3. 331/3% vested and became exercisable on the first anniversary of the grant date, and 1/36 vest and become exercisable thereafter each successive month ending on the 3rd anniversary of grant date.

	/s/ Glenn E. Fuller, Attorney-in-Fact	02/28/2018
	** 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.