AutoWeb (AUTO) Form 4 AUTOBYTEL / JEFFREY H COATS ownership change

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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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^*

COATS JEFFREY H

(Last) (First) (Middle)

18872 MACARTHUR BLVD.

SUITE 200

(Street)

IRVINE CA 92612

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2016

4. 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 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
Employee Stock Option (Right to Buy)	$17.09	06/20/2016(1)		A		150,000		(2)	01/21/2023	Common Stock	150,000	$0	150,000	D
Employee Stock Option (Right to Buy)	$17.09	06/20/2016(1)		A		100,000		(3)	01/21/2023	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. The option grants were approved by the Compensation Committee of the Company's Board of Directors on January 21, 2016, subject to stockholder approval of the amendment and restatement of the equity compensation plan under which the options were granted. The Company's stockholders approved the amendment and restatement on June 20, 2016.

2. These options will become vested and exercisable as follows: (i) 33 1/3% will vest and become exercisable on January 21, 2017; and (ii) 1/36th will vest and become exercisable on each successive monthly anniversary thereafter for the following 24 months ending on January 21, 2019.

3. These options will become vested and exercisable as follows: (i) 33 1/3% will vest and become exercisable on January 21, 2017; and (ii) 1/36th will vest and become exercisable on each successive monthly anniversary thereafter for the following 24 months ending on January 21, 2019; provided, however, that in addition to the vesting time schedule, the options will be subject to the satisfaction of the following additional vesting conditions: (i) with respect to the first 1/3 of these options, if at any time after January 21, 2016 and prior to the expiration date of these options the weighted average closing price of the common stock on The Nasdaq Capital Market for the preceding 30 trading days (adjusted for any stock splits, stock dividends, reverse stock splits or combinations of the common stock occurring after the issuance date) ("Weighted Average Closing Price") is at or above $30; (ii) with respect to the second 1/3 of these options, if at any time after January 21, 2016 and prior to the expiration date the Weighted Average Closing Price is at or above $37.50; and (iii) with respect to the last 1/3 of these options, if at any time after January 21, 2016 and prior to the expiration date the Weighted Average Closing Price is at or above $45.00.

	/s/ Glenn E. Fuller, Attorney-in-Fact	06/21/2016
	** 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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