AutoWeb (AUTO) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Atrop, Inc.

(Last) (First) (Middle)

14733 WATERCHASE BLVD

(Street)

TAMPA FL 33626

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AUTOBYTEL INC [ ABTL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former 10% owner

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (Right to Purchase)	$4.65	04/27/2015		S			400,000	09/16/2013	09/16/2019	Common Stock(1)	400,000	$5.35(2)	0	D
Convertible Subordinated Promissory Note	$4.65	04/27/2015		S			1(3)	09/30/2013	09/30/2015	Common Stock(1)	1,075,268	$1,075,268(3)	0	D

1. Name and Address of Reporting Person^*

Atrop, Inc.

(Last) (First) (Middle)

14733 WATERCHASE BLVD

(Street)

TAMPA FL 33626

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

IBBF Ventures, Inc.

(Last) (First) (Middle)

14733 WATERCHASE BLVD

(Street)

TAMPA FL 33626

(City) (State) (Zip)

Explanation of Responses:

1. Derivative securities were held jointly by Reporting Persons. Each Reporting Person disclaimed beneficial ownership except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. On April 27, 2015, the Reporting Persons sold warrants to acquire an aggregate of 400,000 shares of common stock, in a private transaction with an unrelated third party, at a sale price of $5.35 per warrant.

3. On April 27, 2015, the Reporting Persons sold the convertible subordinated promissory note, which is convertible into an aggregate of 1,075,268 shares of common stock, in a private transaction with an unrelated third party, for an aggregate sale price of $10,775,180 for the entire note.

	/s/ Diana L. Hayes, attorney-in-fact	04/29/2015
	** 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 4 (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).
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