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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
AUTOWEB, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
05335B100
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d–1(b) |
| x | Rule 13d–1(c) |
| ¨ | Rule 13d–1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 05335B100 | 13G | Page 2 of 6 Pages |
1 |
NAME OF REPORTING PERSON 47-3106673 | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 965,000(1) |
| 6 | SHARED VOTING POWER -0- | |
| 7 | SOLE DISPOSITIVE POWER 965,000 (1) | |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 965,000 (1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.3%(2) | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
| (1) | See footnotes to Item 4 and Item 6. |
| (2) | See footnotes to Item 4. |
| CUSIP No. 05335B100 | 13G | Page 3 of 6 Pages |
| Item 1(a) | Name of Issuer: |
AutoWeb, Inc., a Delaware corporation.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
400 North Ashley Drive, Suite 300, Tampa, Florida 33602
| Item 2(a) | Names of Person Filing: |
The Statement is filed on behalf of Piton Capital Partners LLC (the “Reporting Person”).
| Item 2(b) | Address of Principal Business Office or, if None, Residence: |
The
address of the Reporting Person is:
c/o Kokino LLC
201 Tresser Boulevard, 3rd Floor
Stamford, CT 06901
Attention:
Garrett Lynam
| Item 2(c) | Citizenship: |
The Reporting Person is a Delaware limited liability company.
| Item 2(d) | Title of Class of Securities: |
Common Stock.
| Item 2(e) | CUSIP Number: |
05335B100
| Item 3 | Reporting Person: |
Inapplicable.
| CUSIP No. 05335B100 | 13G | Page 4 of 6 Pages |
| Item 4 | Ownership: |
Shares Beneficially Owned |
Percent of Class1 | ||
| (a), (b) and (c) | Piton Capital Partners LLC2 | ||
| Sole Voting Power | 965,000 | 7.3% | |
| Shared Voting Power | -0- | 0% | |
| Sole Dispositive Power | 965,000 | 7.3% | |
| Shared Dispositive Power | -0- | 0% | |
| Aggregate Voting and Dispositive Power | 965,000 | 7.3% |
| Item 5 | Ownership of Five Percent or Less of a Class: |
Inapplicable.
| Item 6 | Ownership of More than 5 Percent on Behalf of Another Person: |
Voting and dispositive power with respect to the securities reported herein is exercised by the Reporting Person's investment manager, Kokino LLC, a Delaware limited liability company ("Kokino"). The actual trading, voting, investment strategy and decision-making processes with respect to the Shares reported in this Schedule 13G (including voting and dispositive power) are directed by Mr. Robert Averick, who is an employee of Kokino and the Reporting Person's portfolio manager. As a result, Kokino and Mr. Averick may be deemed to share voting and dispositive power with respect to all Shares held by the Reporting Person.
| 1 | “Percent of Class” is rounded to the nearest tenth and is based upon 13,146,831 Shares outstanding as of November 5, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, which was filed on November 7, 2019 (File No. 001-34761). |
| 2 | The Reporting Person is a pooled investment vehicle formed for the benefit of a single family and certain "key employees" (as defined in Investment Advisers Act Rule 202(a)(11)(G)-1 (the "Family Office Rule")) of Kokino (as defined in Item 6). The Reporting Person is managed by its managing member, Piton Capital Management LLC (“PCM”). PCM is in turn managed by its managing member, Kokino. Additionally, Kokino is the trading manager of the Reporting Person, and in that capacity Kokino acts on behalf of the Reporting Person as an agent. Robert Averick, in his capacity as an employee of Kokino, manages the Reporting Person's investment in the shares of Common Stock reported in this Schedule 13G (the “Shares”). Mr. Averick owns an economic interest in the Reporting Person (which interest may be held directly and, from time to time, indirectly through PCM). PCM and Kokino are each a "family office" (as defined in the Family Office Rule) of the same family, and any voting power or investment power PCM, Kokino or Mr. Averick may hold over the Shares is ultimately attributed to the Reporting Person. |
| CUSIP No. 05335B100 | 13G | Page 5 of 6 Pages |
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company: |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group: |
Inapplicable.
| Item 9 | Notice of Dissolution of Group: |
Inapplicable.
| Item 10 | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 05335B100 | 13G | Page 6 of 6 Pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 11, 2020 | ||
| PITON CAPITAL PARTNERS LLC | ||
| By: | Piton Capital Management LLC, its managing member | |
| By: | Kokino LLC, its managing member | |
| By: | /s/ Douglas Kline | |
| Douglas Kline | ||
| Chief Operating Officer | ||