Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(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. 3)*
| AutoWeb, Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 par value per share |
| (Title of Class of Securities) |
| 05335B100 |
| (CUSIP Number) |
| Global Value Investment Corp. |
| 1433 N. Water Street, Suite 400 |
| Milwaukee, WI 53202 |
| (262) 478-0640 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| August 31, 2022 |
| (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 o.
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.
* 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).
| Page 1 of 8 |
| CUSIP No. 05335B100 | 13D | Page 2 of 12 | |
|
(1) NAMES OF REPORTING PERSONS Global Value Investment Corp. | |||
|
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |||
| (3) SEC USE ONLY | |||
|
(4) SOURCE OF FUNDS (see instructions) WC, OO | |||
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | |||
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER | ||
| 0 shares | |||
| (8) SHARED VOTING POWER | |||
| 0 shares | |||
| (9) SOLE DISPOSITIVE POWER | |||
| 0 shares | |||
| (10) SHARED DISPOSITIVE POWER | |||
| 0 shares | |||
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | |||
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% | |||
|
(14) TYPE OF REPORTING PERSON (see instructions) IA | |||
| Page 2 of 8 |
| CUSIP No. 05335B100 | 13D | Page 3 of 12 | |
|
(1) NAMES OF REPORTING PERSONS Jeffrey R. Geygan | |||
|
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |||
| (3) SEC USE ONLY | |||
|
(4) SOURCE OF FUNDS (see instructions) PF, OO | |||
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | |||
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER | ||
| 0 shares | |||
| (8) SHARED VOTING POWER | |||
| 0 shares | |||
| (9) SOLE DISPOSITIVE POWER | |||
| 0 shares | |||
| (10) SHARED DISPOSITIVE POWER | |||
| 0 shares | |||
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | |||
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% | |||
|
(14) TYPE OF REPORTING PERSON (see instructions) IN | |||
| Page 3 of 8 |
| CUSIP No. 05335B100 | 13D | Page 4 of 12 | |
|
(1) NAMES OF REPORTING PERSONS James P. Geygan | |||
|
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |||
| (3) SEC USE ONLY | |||
|
(4) SOURCE OF FUNDS (see instructions) PF, OO | |||
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | |||
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER | ||
| 0 shares | |||
| (8) SHARED VOTING POWER | |||
| 0 shares | |||
| (9) SOLE DISPOSITIVE POWER | |||
| 0 shares | |||
| (10) SHARED DISPOSITIVE POWER | |||
| 0 shares | |||
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | |||
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% | |||
|
(14) TYPE OF REPORTING PERSON (see instructions) IN | |||
| Page 4 of 8 |
| CUSIP No. 05335B100 | 13D | Page 5 of 12 | |
|
(1) NAMES OF REPORTING PERSONS Stacy A. Wilke | |||
|
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |||
| (3) SEC USE ONLY | |||
|
(4) SOURCE OF FUNDS (see instructions) PF | |||
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | |||
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER | ||
| 0 shares | |||
| (8) SHARED VOTING POWER | |||
| 0 shares | |||
| (9) SOLE DISPOSITIVE POWER | |||
| 0 shares | |||
| (10) SHARED DISPOSITIVE POWER | |||
| 0 shares | |||
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | |||
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% | |||
|
(14) TYPE OF REPORTING PERSON (see instructions) IN | |||
| Page 5 of 8 |
| CUSIP No. 05335B100 | 13D | Page 6 of 12 | |
|
(1) NAMES OF REPORTING PERSONS Kathleen M. Geygan | |||
|
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |||
| (3) SEC USE ONLY | |||
|
(4) SOURCE OF FUNDS (see instructions) PF | |||
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | |||
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER | ||
| 0 shares | |||
| (8) SHARED VOTING POWER | |||
| 0 shares | |||
| (9) SOLE DISPOSITIVE POWER | |||
| 0 shares | |||
| (10) SHARED DISPOSITIVE POWER | |||
| 0 shares | |||
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares | |||
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% | |||
|
(14) TYPE OF REPORTING PERSON (see instructions) IN | |||
| Page 6 of 8 |
This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on May 24, 2021, as amended on August 9, 2021 and May 24, 2022 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated, or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 is amended to add the following:
Pursuant to the Agreement and Plan of Merger, dated as of July 24, 2022, by and among Unity AC 1, LLC, a Delaware limited liability company (“Parent”), Unity AC 2, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the Issuer, which is incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 25, 2022 (the “Merger Agreement”), the Reporting Persons tendered all of their shares of Common Stock for, or at the effective time of the Merger Agreement, the shares of Common Stock were converted into the right to receive, $0.39 per share in cash from the Purchaser pursuant to the terms of the Merger Agreement.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is amended and restated as follows:
(a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of 4:00 p.m., Eastern time, on August 31, 2022, the Reporting Persons no long beneficially owned any shares of Common Stock.
| (c) | Other than in connection with the closing of the merger contemplated by the Merger Agreement on August 31, 2022, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Statement. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. |
| (e) | As a result of the Merger Agreement, the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the class of securities of the Issuer on August 31, 2022. This Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. |
| Page 7 of 8 |
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: September 7, 2022
| GLOBAL VALUE INVESTMENT CORP. | ||
| By: | /s/ Jeffrey R. Geygan | |
|
Name: Jeffrey R. Geygan Title: Chief Executive Officer | ||
| /s/ Jeffrey R. Geygan | ||
| Jeffrey R. Geygan | ||
| /s/ Stacy A. Wilke | ||
Stacy A. Wilke | ||
| /s/ James P. Geygan | ||
James P. Geygan | ||
| /s/ Kathleen M. Geygan | ||
| Kathleen M. Geygan | ||
Page 8 of 8