Jared Robert Rowe - Aug 31, 2022 Form 4 Insider Report for AutoWeb, Inc. (AUTO)

Role: PRESIDENT AND CEO, Director
Signature: /s/ Glenn E. Fuller, Attorney-in-Fact
Stock symbol: AUTO
Transactions as of: Aug 31, 2022
Transactions value $: -$137,019
Form type: 4
Date filed: 9/2/2022, 06:12 PM
Previous filing: Mar 7, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AUTO	Common Stock	Other	-$137K	-351K	-100%	$0.39	0	Aug 31, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AUTO	Employee Stock Option (Right to Buy)	Other	$0	-350K	-100%	$0.00^*	Aug 31, 2022	Common Stock	350K	$3.39	Direct	F2
transaction	AUTO	Employee Stock Option (Right to Buy)	Other	$0	-1M	-100%	$0.00^*	Aug 31, 2022	Common Stock	1M	$3.26	Direct	F2
transaction	AUTO	Employee Stock Option (Right to Buy)	Other	$0	-185K	-100%	$0.00^*	Aug 31, 2022	Common Stock	185K	$3.17	Direct	F2
transaction	AUTO	Employee Stock Option (Right to Buy)	Other	$0	-200K	-100%	$0.00^*	Aug 31, 2022	Common Stock	200K	$2.66	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jared Robert Rowe is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The Reporting Person tendered all of the Reporting Person's shares of Common Stock for, or at the effective time of the Merger Agreement (as defined below) the Reporting Person's shares of Common Stock were converted into the right to receive, a purchase price of $0.39 per share in cash from Unity AC 2, Inc. ("Purchaser"), a wholly-owned subsidiary of Unity AC 1, LLC ("Parent"), pursuant to the terms of that certain Agreement and Plan of Merger, dated July 24, 2022, by and among the Issuer, Purchaser and Parent (the "Merger Agreement").
F2	Pursuant to the Merger Agreement, the Reporting Person's stock options were terminated and cancelled for no consideration as of the effective time of the Merger Agreement.

Content

The Reporting Person tendered all of the Reporting Person's shares of Common Stock for, or at the effective time of the Merger Agreement (as defined below) the Reporting Person's shares of Common Stock were converted into the right to receive, a purchase price of $0.39 per share in cash from Unity AC 2, Inc. ("Purchaser"), a wholly-owned subsidiary of Unity AC 1, LLC ("Parent"), pursuant to the terms of that certain Agreement and Plan of Merger, dated July 24, 2022, by and among the Issuer, Purchaser and Parent (the "Merger Agreement").

Pursuant to the Merger Agreement, the Reporting Person's stock options were terminated and cancelled for no consideration as of the effective time of the Merger Agreement.