SEC FORM 3

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^*

Edwards Scott L.

(Last)

(First)

(Middle)

400 NORTH ASHLEY DRIVE

STE. 300

(Street)

TAMPA

33602

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2022

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 Ops

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)

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 Options (Right to Buy)	02/07/2023⁽¹⁾	02/07/2029	Common Stock	50,000	2.75	D
Employee Stock Options (Right to Buy)	02/07/2023⁽²⁾	02/07/2029	Common Stock	35,000	2.75	D

Explanation of Responses:

1. Grant to reporting person of inducement options to buy shares of common stock in transaction exempt under Rule 16b-3. These options will become vested and exercisable as follows: (i) 33 1/3% (adjusted to avoid the vesting of fractional options) shall vest and become exercisable on February 7, 2023, and (ii) 1/36 (adjusted monthly to avoid the vesting of fractional options in any month) shall vest and become exercisable on each successive monthly anniversary thereafter for the following 24 months ending February 7, 2025.

2. Grant to reporting person of options to buy shares of common stock in transaction exempt under Rule 16b-3. These options will become vested and exercisable as follows: (i) 33 1/3% (adjusted to avoid the vesting of fractional options) shall vest and become exercisable on February 7, 2023, and (ii) 1/36 (adjusted monthly to avoid the vesting of fractional options in any month) shall vest and become exercisable on each successive monthly anniversary thereafter for the following 24 months ending February 7, 2025.

	/s/ Glenn E. Fuller, Attorney-in-Fact	02/17/2022
	** 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.

SEC Form 3 filed by new insider Edwards Scott L.