Filing Details

Accession Number:
0000921895-19-000641
Form Type:
13D Filing
Publication Date:
2019-03-04 16:30:26
Filed By:
Negari Daniel Moshe
Company:
Autoweb Inc. (NASDAQ:AUTO)
Filing Date:
2019-03-04
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
The 133 133 973,112 973,112 7.5%
Daniel M. Negari 973,112 973,245 7.5%
The Insight Trust 200,200 200,200 1.5%
Michael R. Ambrose 200,200 200,200 1.5%
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

AutoWeb, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

05335B100

(CUSIP Number)

DANIEL M. NEGARI

2121 E. Tropicana Avenue, Suite 2

Las Vegas, Nevada 89119

(702) 900-2999

 

STEVE WOLOSKY, ESQ

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 28, 2019

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
  1   NAME OF REPORTING PERSON  
         
        The 1 8 999 Trust  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Nevada  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         973,112  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          973,112  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        973,112  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.5%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

2
  1   NAME OF REPORTING PERSON  
         
        Daniel M. Negari  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF; AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         133  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         973,112  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          133  
    10   SHARED DISPOSITIVE POWER  
           
          973,112  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        973,245  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.5%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

3

 

  1   NAME OF REPORTING PERSON  
         
        The Insight Trust  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Nevada  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         200,200  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          200,200  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        200,200  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.5%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

 

  1   NAME OF REPORTING PERSON  
         
        Michael R. Ambrose  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         200,200  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          200,200  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        200,200  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.5%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

5

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The securities of the Issuer directly owned by the 18999 Trust and the Insight Trust were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 973,112 Shares directly owned by the 18999 Trust is approximately $3,124,200, including brokerage commissions. The aggregate purchase price of the 200,200 Shares directly owned by the Insight Trust is approximately $574,237, including brokerage commissions.

The Shares directly owned by Mr. Negari were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 133 Shares directly owned by Mr. Negari is approximately $485, including brokerage commissions.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 12,948,950 Shares outstanding as of November 5, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 8, 2018.

(a)                As of the close of business on the date hereof, the 18999 Trust directly beneficially owned 973,112 Shares, constituting approximately 7.5% of the outstanding Shares.

As of the close of business on the date hereof, Mr. Negari directly owned 133 Shares, constituting less than 1% of the outstanding Shares. Mr. Negari, as trustee of the 18999 Trust, may be deemed to beneficially own the 973,112 Shares beneficially owned by the 18999 Trust, which, together with the 133 Shares he directly owns, constitutes approximately 7.5% of the Shares outstanding.

As of the close of business on the date hereof, the Insight Trust directly owned 200,200 Shares, constituting approximately 1.5% of the outstanding Shares. Mr. Ambrose, as trustee of the Insight Trust, may be deemed to beneficially own the 200,200 Shares beneficially owned by the Insight Trust, constituting approximately 1.5% of the outstanding Shares.

An aggregate of 1,173,445 Shares, constituting approximately 9.1% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

6

(b)               Each of the 18999 Trust and Mr. Negari share the power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares owned by the 18999 Trust.

Mr. Negari has the sole power to vote and dispose of the Shares directly owned by him.

Each of the Insight Trust and Mr. Ambrose share the power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares owned by the Insight Trust.

(c)                Schedule A annexed hereto lists all transactions in the securities of the Issuer by the Reporting Persons d. All of such transactions were effected in the open market.

7

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 4, 2019

 

 

  The 1 8 999 Trust
   
  By:

/s/ Daniel M. Negari

    Name: Daniel M. Negari
    Title: Trustee

 

 

  /s/ Daniel M. Negari
  Daniel M. Negari

 

 

  The Insight Trust
   
  By:

/s/ Michael R. Ambrose

    Name: Michael R. Ambrose
    Title: Trustee

 

 

  /s/ Michael R. Ambrose
  Michael R. Ambrose

 

8

SCHEDULE A

Transactions in the Securities of the Issuer During the Past 60 Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

the 1 8 999 trust

 

Purchase of Common Stock 30,000 4.2400 01/18/2019
Purchase of Common Stock 2,469 3.4900 02/28/2019
Purchase of Common Stock 3,746 3.4400 02/28/2019
Purchase of Common Stock 30,000 3.4200 02/28/2019
Purchase of Common Stock 2,198 3.6000 02/28/2019
Purchase of Common Stock 2,035 3.5700 02/28/2019
Purchase of Common Stock 14,640 3.5500 02/28/2019

 

DANIEL M. NEGARI

 

Purchase of Common Stock 85 3.4200 02/28/2019

 

michael r. ambrose

 

Purchase of Common Stock 100 3.0900 01/30/2019
Purchase of Common Stock 100 3.1000 01/30/2019
Purchase of Common Stock 200 3.1200 01/30/2019
Purchase of Common Stock 100 3.1000 01/30/2019
Purchase of Common Stock 100 3.1000 01/30/2019
Purchase of Common Stock 1,500 3.5200 02/12/2019
Purchase of Common Stock 1,800 3.4900 02/12/2019
Purchase of Common Stock 1,500 3.5200 02/12/2019
Purchase of Common Stock 1,700 3.4900 02/12/2019
Purchase of Common Stock 2,100 3.5000 02/12/2019
Purchase of Common Stock 500 3.5000 02/13/2019
Purchase of Common Stock 500 3.5000 02/13/2019
Purchase of Common Stock 500 3.4900 02/13/2019
Purchase of Common Stock 500 3.4900 02/13/2019
Purchase of Common Stock 500 3.5000 02/13/2019
Purchase of Common Stock 400 3.4900 02/13/2019
Purchase of Common Stock 500 3.5000 02/13/2019
Purchase of Common Stock 500 3.5000 02/13/2019
Purchase of Common Stock 500 3.4900 02/13/2019
Purchase of Common Stock 500 3.4900 02/13/2019
Purchase of Common Stock 400 3.4900 02/13/2019
Purchase of Common Stock 500 3.4700 02/13/2019
Purchase of Common Stock 400 3.4900 02/13/2019
Purchase of Common Stock 500 3.4800 02/13/2019
Purchase of Common Stock 400 3.4900 02/13/2019
Purchase of Common Stock 400 3.4800 02/13/2019
Purchase of Common Stock 150 3.5000 02/14/2019
 
Purchase of Common Stock 200 3.5000 02/14/2019
Purchase of Common Stock 500 3.5000 02/14/2019
Purchase of Common Stock 500 3.5000 02/14/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 800 3.5000 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 800 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 200 3.5000 02/19/2019
Purchase of Common Stock 500 3.5000 02/19/2019
Purchase of Common Stock 500 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 500 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 500 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 600 3.4500 02/19/2019
Purchase of Common Stock 500 3.4500 02/19/2019
Purchase of Common Stock 1,000 3.3700 02/20/2019
Purchase of Common Stock 1,000 3.3700 02/20/2019
Purchase of Common Stock 500 3.3700 02/20/2019
Purchase of Common Stock 1,000 3.3700 02/20/2019
Purchase of Common Stock 1,000 3.3700 02/20/2019
Purchase of Common Stock 1,000 3.3700 02/20/2019
Purchase of Common Stock 400 3.3700 02/20/2019
Purchase of Common Stock 500 3.3600 02/21/2019
Purchase of Common Stock 500 3.3700 02/21/2019
Purchase of Common Stock 500 3.3700 02/21/2019
Purchase of Common Stock 500 3.3700 02/21/2019
Purchase of Common Stock 400 3.3300 02/21/2019
Purchase of Common Stock 100 3.3300 02/21/2019
Purchase of Common Stock 500 3.3700 02/21/2019
Purchase of Common Stock 500 3.4300 02/22/2019
Purchase of Common Stock 1,000 3.4300 02/22/2019
Purchase of Common Stock 1,200 3.4700 02/26/2019
Purchase of Common Stock 1,050 3.4700 02/26/2019
Purchase of Common Stock 600 3.4700 02/26/2019
Purchase of Common Stock 1,200 3.4700 02/26/2019
Purchase of Common Stock 800 3.4600 02/26/2019
Purchase of Common Stock 1,000 3.4900 02/26/2019
Purchase of Common Stock

600

3.4600 02/26/2019